What Is a Shelf Offering?
A shelf offering is a Securities and Exchange Commission (SEC) provision that allows an equity issuer (such as a corporation) to register a new issue of securities without having to sell the entire issue at once. The issuer can instead sell portions of the issue over a three-year period without re-registering the security or incurring penalties.
A shelf offering is also known as a shelf registration; it is formally known as SEC Rule 415.
- A shelf offering allows a company to register a new issue with the SEC but allowing for a three year period to sell the offering instead of all-at-once.
- This lets a company adjust the timing of the sales of a new issue to take advantage of more favorable market conditions should they arise in the future.
- The company maintains any unissued shares as treasury stock, where they remain "on the shelf" until offered for public sale.
How Shelf Offerings Work
A shelf offering can be used for sales of new securities by the issuer (primary offerings), resales of outstanding securities (secondary offerings), or a combination of both. Companies that issue a new security can register a shelf offering up to three years in advance, which effectively gives it that long to sell the shares in the issue. Depending on the type of security and the nature of the issuer, forms S-3, F-3, or F-6 must be filed to make the shelf offering. During this period, the issuer still has to file the quarterly, annual, and other disclosures with the SEC, even if it hasn't issued any securities under the offering. If the three-year window draws close to expiring and the company hasn't sold all of the securities in the shelf offering, it can file replacement registration statements to extend it.
A shelf offering enables an issuer to access markets quickly, with little additional administrative paperwork, when market conditions are optimal for the issuer. The primary advantages of a shelf registration statement are timing and certainty. When a firm finally decides to act on a shelf offering and issue actual securities to the market, it's called a takedown.
Takedowns can be made without the SEC’s Division of Corporation Finance’s review or delay. For example, suppose the housing market is heading toward a dramatic decline. In this case, it may not be a good time for a home builder to come out with its second offering, as many investors will be pessimistic about companies in that sector. By using a shelf offering, the firm can fulfill all registration-related procedures beforehand and act quickly when conditions become more favorable.
Advantages of Shelf Offerings
A shelf offering provides an issuing company with tight control over the process of offering new shares. It allows the company to control the shares' price by allowing the investment to manage the supply of its security in the market. A shelf offering also enables a company to save on the cost of registration with the SEC by not having to re-register each time it wants to release new shares.
If a company has a long term new security issuing plan, the process of shelf registration allows it to address multiple issues of a particular security within a single registration statement. This can be simpler to create and manage, since multiple filings are not required, lowering administrative costs for the business as a whole. Further, no maintenance requirements exist beyond standard reporting, because shelf registrations do not create an additional burden while they are waiting for issue.
Example of a Shelf Offering
SafeStitch Medical Inc. (formerly TransEnterix), a manufacturer of robotic surgical technology, used shelf offering to prepare new offerings to correspond with launch plans of a new product. When shelf registrations were expanded pursuant to the release of a new product line, the market responded with a 10% increase in share value. Even though the risk of share dilution was present, the market responded to the favorable news regarding the pending technological advancement.