March 23, 2017
“Hasta La Vista” T+3: SEC Adopts T+2 Settlement
Yesterday, the SEC adopted an amendment to Rule 15c6-1(a) mandating a T+2 settlement cycle. Here’s the 146-page adopting release. The amendment prohibits a broker-dealer from effecting – or entering – into a contract that provides for payment & delivery of securities later than 2 business days after the trade date – unless otherwise expressly agreed to by the parties at the time of the trade.
The settlement cycle for firm commitment underwritings is unaffected by the amendment.
By the way, the blog’s title isn’t a quote from the latest installment of the “Terminator” franchise – it comes from Acting Chair Mike Piwowar’s statement at the open Commission meeting. Commissioner Stein’s statement wasn’t as colorful, but was equally supportive.
As I previously blogged, the SEC approved NYSE & Nasdaq rules providing for a T+2 settlement cycle last month. Brokers will be required to comply with the new settlement cycle rules beginning on September 5th.
IPOs: Reg A+ Issuer Seeks NYSE MKT Listing
This blog from Steve Quinlivan notes that Myomo, a medical device company, has filed an offering statement with the SEC for a Reg A+ deal in which it discloses its intention to list on the NYSE MKT – the NYSE’s small cap market & the answer to the question “whatever became of the AMEX?”
This excerpt from the offering statement summarizes the hoops that a Reg A+ issuer needs to jump through to obtain an exchange listing:
We intend to apply to list our Common Stock on the NYSE MKT under the symbol “MYO.” Our Common Stock will not commence trading on the NYSE MKT until all of the following conditions are met: (i) the Offering is completed; and (ii) we have filed a post-qualification amendment to the Offering Statement and a registration statement on Form 8-A (“Form 8-A”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such post-qualification amendment is qualified by the SEC and the Form 8-A has become effective.
Pursuant to applicable rules under Regulation A, the Form 8-A will not become effective until the SEC qualifies the post-qualification amendment. We intend to file the post-qualification amendment and request its qualification immediately prior to the termination of the Offering in order that the Form 8-A may become effective as soon as practicable. Even if we meet the minimum requirements for listing on the NYSE MKT, we may wait before terminating the offering and commencing the trading of our Common Stock on the NYSE MKT in order to raise additional proceeds. As a result, you may experience a delay between the closing of your purchase of shares of our Common Stock and the commencement of exchange trading of our Common Stock on the NYSE MKT.
The listing would be the NYSE’s first for a Reg A+ offering, but Myomo wouldn’t be the first Reg A+ issuer to be welcomed by an exchange. That honor belongs to Energy Hunter Resources, which was approved for listing on Nasdaq in December 2016. This article from TheStreet.com suggests more listings are on the way.
Of course, it’s one thing to get your shares approved for listing – it’s quite another to get your offering done, and these companies are still working on that. It’s still pretty hard sledding out there for a small cap.
Transcript: “Activist Profiles & Playbooks”
We have posted the transcript of our recent DealLawyers.com webcast: “Activist Profiles & Playbooks.”
– John Jenkins