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New feature now live: Limit your EDGAR search to companies with these key SEC-recognized filer types

December 11, 2015

Users of the Lexis Securities Mosaic SEC Filings page are now able to limit their search by an array of filer-specific characteristics, including Accelerated status (Large Accelerated, Non-Accelerated, etc.), Foreign Private Issuer, and Well-Known Seasoned Issuer. See the complete list of new search filters below.

Most of these designations offer qualifying filers various regulatory accommodations, including exemptions from certain disclosure obligations.  In this way, they complement (and will be NEWadjacent to) our existing search field for Emerging Growth Company status under the JOBS Act, which we introduced two years ago.

Foreign Private Issuer (FPI):  As a way of encouraging foreign companies to access U.S. capital markets, the SEC historically has made significant regulatory accommodations to foreign companies that qualify as “foreign private issuers.“  (Not all foreign-incorporated filers qualify as FPIs; the coveted status is limited to companies that are truly foreign in nature – that is, without substantive ties to the U.S. in the form of significant stockholders, executives, assets, or business operations.)  Among the SEC filing requirements waived for FPIs are quarterly reporting obligations, proxy reporting, and disclosures for insider trading and executive compensation.

Well-Known Seasoned Issuer (WKSI):  As the name implies, a WKSI is an issuer with a proven track record, making it eligible to benefit from certain regulatory accommodations.  Most prominently, when an issuer qualifies as a WKSI, it can register its securities under the Securities Act of 1933 on a shelf registration that becomes effective automatically upon filing.  (The form type used is S-3ASR; the acronym is “Automatic Shelf Registration”). This streamlined process provides flexibility for a WKSI to time securities sales to meet market conditions, without waiting for the Division to review and comment upon a registration statement and declare it effective.

Business Development Company (BDC): A BDC is a special investment vehicle designed to facilitate capital formation for small companies. Although BDCs are a type of registered investment company, they are exempt from many of the regulatory constraints imposed by the Investment Company Act of 1940, including restrictions recently implemented as part of the Volcker Rule of the Dodd-Frank Act.   Consequently, BDCs have become increasingly popular.

Real Estate Investment Trust (REIT):  A U.S. company that acts as an investment agent specializing in real estate (including real estate mortgages) may qualify for REIT status, allowing it to avoid or substantially reduce corporate tax burden.  In return, the majority of a REIT’s earnings from its real estate holdings and operations are distributed back to shareholders.  Investors in real estate get in REITs a structure similar to what mutual funds provide for investment in stocks.  REITs typically own commercial real estate, ranging from office and apartment buildings to warehouses, hospitals, shopping centers, hotels and even timberlands.

Accelerated Status:  Refers to a range of five SEC categories dictating the relative stringency of a filing company’s obligations, and determined by its size (as measured primarily by public float). The largest filers, those in the “Large Accelerated” and “Accelerated” categories, are subject to the most onerous regulatory framework, including “accelerated” deadlines for the filing of their periodic reports. (Large Accelerated filers have an even shorter timeframe to file than Accelerated filers.)   On the other end of the spectrum, those filers qualifying as “Smaller Reporting Companies” enjoy scaled down filing obligations, including less detail required in 10-K and 10-Q disclosure.

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