The Waiting Period

Once the registration statement is filed with the SEC, the waiting period begins, and, as the name implies, the company waits for the SEC to review and comment on the registra- tion statement. After completing its initial review, the SEC delivers a “comment letter” to the company outlining questions and issues concerning the registration statement. Among other things, the letter addresses the registration statement’s compliance with the Securities Act, certain aspects of the disclosure and accounting matters. The working group typi- cally prepares and files one or more amendments to the registration statement and one or more written “comment letter responses” to the SEC and works with the SEC to address and resolve the issues. During the waiting period, the company and the underwriters also organize the marketing efforts, including the road show presentation, for the offering. The company also continues responding to due diligence questions from the underwrit- ers’ counsel and preparing itself for life as a public company. Near the end of the SEC review process, the company and underwriters will go on the road to market the offering to potential investors. Later in this chapter, we provide an “Offering Roadmap” to give an overview of the timing of the SEC review process and the initial public offering stages.


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