Summary

Expands which public companies qualify as "well-known seasoned issuers" (WKSI) by setting the aggregate market-value test at $400,000,000 and removing any separate minimum worldwide market value requirement; companies must still meet the other existing WKSI conditions. It also requires the Securities and Exchange Commission to publish, within 90 days after each calendar year ends, counts of certain applications filed under the relevant SEC rule that were submitted to show a company was not an ineligible issuer, were intended to meet WKSI status, and were later withdrawn.

Key Points

• Establishes a $400,000,000 aggregate market-value test for WKSI status measured per Form S–3 instruction I.B.1. as of enactment.
• Removes any separate minimum worldwide market-value requirement from the WKSI definition while keeping other WKSI conditions in place.
• Requires the SEC to publish annual counts (within 90 days after year-end) of certain withdrawn §230.405 applications tied to WKSI eligibility requests.
• Applies regulatory references to the versions of Form S–3 and §230.405 that are in effect on the date of enactment.
• Does not create new funding or appropriate money; it adjusts definitions and adds an SEC reporting obligation.
• Likely increases the number of issuers eligible for streamlined registration and shelf offering procedures.
• The SEC reporting requirement adds a modest compliance/transparency task but does not change substantive enforcement rules.

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