Hi,
has anyone out there had to write an MD&A section for an offering from a private company? Are there any particular aspects that woudl make that different from a SEC registrant? Are there any resources (
management discussion & analysis (MD&A)
Answers
Katherine-
When you say "private company", are you referring to a company issuing under rule 144a?
1
it is a private placement to qualified investors.
thanks,
katherine
What specific registration will you be filing, S-1, S-3, ?. The instructions for each form type at www.sec.gov are a good place to start. You also might want to search Edgar for recent similar Filings by other companies in the same industry (SIC) code, AND search for any responding SEC staff comments (Edgar filing type=UPLOAD) indicating what was done wrong in these filings. Don't make the same mistakes they made :)
The securities laws of 1933 increase the
You might want to attend a current workshop in SEC reporting. I teach for www.cpeonline.com which offers such classes. So does www.secinstitute.com
You also might want to look at any XBRL requirements in your situation and at special text editors for SEC reporting such as www.webfilings.com
Your SEC attorney should also review the draft filing and they can suggest additional resources, in particular any language necessary under rules 144/145 regarding share transfer limits and 6 month holding periods for unregistered securities.
1
we are doing a private placement and will not be an SEC registrants but want to include MD&A in the spirit of full disclosure and for future. thanks for your comments!
katherine
We present an MD&A in our annual Report, but conform it to SEC requirements, the only general standards in the US and a good benchmark. The SEC's website contains the rules and the Staff Guidance on the subject. I have also drafted an MD&A for an IPO preparation circumstance [a previously public company, now private, but substantiall changed]also clearly to SEC requirements.
There is IASB guidance on
Barrett Peterson
You note the offering as private company, so I assume that the offeror is not and will not be an SEC registrant. If so, the local regulations of the offeror may determine the requirement for and content of the MD&A. However, assuming that you wish to include MD&A in the interest of full disclosure of the offeror's business
The guidance is general but useful since it describes the type of information and manner of presentation. It also references SEC releases that are more specific as to content.
I trust that this will help.
1
this is very helpful, thanks!
katherine
All good suggestions. I have two additional suggestions:
1. You might also look at The Pink Sheets to see similar filings. The website is otcmarkets.com.
2. I attended a seminar by SEC Institute that was very helpful. They were able to distill reams of information down to a managable amount of essentials while making the regulations more understandable. At my suggestion our CEO also attended so he would understand the process better.
I hope all goes well for you and your company,
Debbie
Filed Under:
FP&A