What is an SEC RW filing?

An SEC RW filing is a formal request to withdraw a registration that has already been filed with the SEC under the Securities Act of 1933. The SEC RW filing, in particular, is used by an issuer to request that a pending securities registration be removed from review before any securities are sold.

Key points to remember

  • An SEC RW filing is a withdrawal request that a company makes after it has filed to register its securities with the SEC.
  • The RW filing is used when a company’s pending securities registration is to be formally withdrawn, either before approval or after approval but before any shares have been sold.
  • A previous version of the takedown process required the SEC to investigate the request and only agree to the takedown if it was determined to be beneficial to investors and the public.
  • A 2001 amendment waived the need for an SEC investigation of the application and simplified the process for withdrawing the application.

How the SEC RW filing works

Many of the rules and regulations that SOEs must follow have been set out in the Securities Act of 1933 and the Stock Exchange Act of 1934.

Form RW is used to withdraw registration of securities pursuant to SEC Rule 477 promulgated under the Securities Act of 1933. A company may withdraw its registration statement either before its registration has been deemed effective, or after it has been deemed effective so long as no stocks in the business have been sold. SEC staff do not declare a takedown request filed under Rule 477 effective, but they must consent to the takedown prior to the company’s registration statement, and any amendments to said statement prior to its entry into force can be withdrawn.

Changes to the withdrawal request process

Previously, requests to deregister under Rule 477 were only granted if the SEC, after investigating the request, concluded that deregistration was in the best interests of investors and the public. However, in 2001, the SEC amended Rule 477 to streamline the process for withdrawing registration statements and expedite the withdrawal of statements when the request for withdrawal is made before the effective date of the registration statement. complete.

Amended Rule 477 provides that withdrawal of the registration statement will be granted, so long as Form RW is filed prior to the effective date of the complete registration statement, upon filing the application with the DRY. The SEC has 15 calendar days from the date the filer files Form RW to notify the requester that the withdrawal request will not be granted.

In addition, the registrant must, as part of the withdrawal request, indicate that “no securities have been sold under the offer”. If the registrant requests the withdrawal in reliance on Rule 155(c), it must state in the request that it “may undertake a subsequent private offer in reliance on Rule 155(c)”. Finally, the withdrawn registration statement and corresponding Form RW will remain on the public record of SEC filings.

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