Market Trends 2017/18: Shelf Registrations and Takedowns


Registered offerings pursuant to shelf registration statements permit companies to issue securities under a previously filed registration statement (referred to as a takedown of securities off the shelf) and offer them to the public on a continuous or delayed basis. Shelf registration statements are typically filed under Form S-3, for U.S. companies, or Form F-3, for foreign private issuers. This article discusses the market trends for shelf registrations and takedowns in 2017 as well as deal structure and process, disclosure trends, and outlook for 2018. Shelf registration statements filed by closed-end investment companies using Form N-2 and acquisition shelf registration statements on Form S-4 or Form F-4 are beyond the scope of this article. For additional information on shelf registrations generally, see Shelf Registration and Top 10 Practice Tips: Shelf Registration Statements and Takedowns.