Under the new rule, sponsors have about one year to revise their registrations to comply with Reg. AB II. While this may sound like an eternity, frequent issuers should get the process rolling. Here’s what to expect.
Preparation of Registration Statement
Given the many changes required, including the consolidation of the prospectus and prospectus supplement into a single disclosure document, lawyers will need time to carefully re-draft the document, and the sponsor and other program participants will need time to review and comment. Figure on at least two internal drafts before filing. Four to six weeks
Filing Process
Sponsors can count on a full review by the SEC. Many have also speculated that the SEC will be inundated with filings and may be severely understaffed to handle the influx. Given our experience, SEC comments may require two or more filings. Two to three months
Recommendation
In order to be effective by November 2015, we suggest beginning the process no later than the beginning of Q2 2015, and possibly Q1.