Rule 462(b) Registration Statement Explanatory Note

Summary

This clause is an explanatory note for a registration statement filed to register additional securities pursuant to Rule 462(b) (17 C.F.R. § 230.462(b)) under the Securities Act of 1933, as amended (Securities Act). It is intended for use in an initial public offering (IPO) but may be used in follow-on or secondary offerings as well. This clause includes practical guidance and drafting notes. Rule 462(b) provides for post-effective registration of an upsized offering on an immediately effective, short-form registration statement if the increase in aggregate offering size is no more than 20% of the proposed maximum aggregate offering price (PMAOP) set forth in the fee table on the cover of the registration statement as of the time of effectiveness. A short-form registration statement filed pursuant to Rule 462(b) incorporates the effective registration statement by reference and includes a new registration fee table for the increase in aggregate offering size on its cover, an explanatory note describing the increase in aggregate offering size, new accountants' consents, and, if the upsized offering includes additional shares, an Exhibit 5.1 legality opinion with respect to the additional shares offered. For more information about filing a Rule 462(b) registration statement, see IPO Changes on Pricing Day. For information about IPOs generally, see Initial Public Offerings Resource Kit. For information about follow-on offerings, see Follow-On Offerings Resource Kit. For information about secondary offerings, see Secondary Offerings and Top 10 Practice Tips: Secondary Offerings.