SEC Comments Response Letter
(Registered Offerings)

Summary

This template may be used by an issuer to respond to Securities and Exchange Commission (SEC) comments on a publicly filed registration statement. It may also be used for issuers (other than emerging growth companies) that have elected to confidentially submit their registration statements in an initial public offering (IPO). This template includes practical guidance, drafting notes, and optional clauses. Once an issuer submits a draft registration statement to, or publicly files a registration statement with, the SEC, the statement undergoes a period of review, during which SEC staff highlights disclosure issues the issuer must address before the registration statement becomes effective. These issues are typically communicated to the issuer by letter and the issuer also responds in letter form. This template shows the form the issuer's response should take, highlights the mechanics of submitting the response on the SEC system (whether with respect to a public filing or a confidential submission), and provides an example of some of the substantive issues the SEC may raise. However, this template requires tailoring, based on the specific SEC comments received. For more on IPOs generally, see Initial Public Offerings Resource Kit. For more on offering documents, see Offering Documents Resource Kit. For more information on the SEC comment and review process applicable to registration statements, see SEC Comment Letter Responses, Top 10 Practice Tips: Responding to SEC Comment Letters, IPO Prospectuses: Avoiding and Responding to Common SEC Comments, and SEC Review Process. For a template of response letter suitable for an emerging growth company, see SEC Comments Response Letter (Emerging Growth Company Registration Statement).