ADI 2018 - 01 – Expanded Use of Draft Registration Statement Review Procedures for Business Development Companies

The Division of Corporation Finance recently announced that it would expand existing procedures that had been in place for emerging growth companies for nonpublic review of certain draft registration statements.¹ When the Division of Corporation Finance announced the availability of these procedures in 2012, it issued an FAQ noting that business development companies (“BDCs”) could qualify as emerging growth companies, which would allow them to also use these procedures. Following the recent announcement expanding the availability of these procedures, the Division of Investment Management received an inquiry as to whether the Division will similarly expand procedures for the nonpublic review of draft registration statements submitted by BDCs.² The purpose of this update is to confirm that the Division will accept for nonpublic review draft initial registration statements that are submitted by BDCs under Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”). The Division also will accept for nonpublic review draft registration statements relating to offerings under the Securities Act of 1933 that are submitted by BDCs within one year of an initial offering or of an initial registration under Exchange Act Section 12(b).

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The statements in this ADI represent the views of the Division of Investment Management. This update is not a rule, regulation or statement of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved its content. Future changes in rules, regulations, and/or staff no-action and interpretive positions may supersede some or all of the information in a particular ADI.

We hope that this ADI will assist registrants in preparing their filings. We also welcome feedback on this guidance and on the disclosure review process. If you have any questions or feedback, please contact:

Disclosure Review and Accounting Office

Phone: 202.551.6921

Email: IMDRAO@sec.gov

Endnotes

1 See Draft Registration Statement Processing Procedures Expanded, Division of Corporation Finance (updated August 17, 2017), available at https://www.sec.gov/corpfin/announcement/draft-registration-statement-processing-procedures-expanded.

2 See Generally Applicable Questions on Title I of the JOBS Act, Division of Corporation Finance (updated December 21, 2015), available at https://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm#fn1.

Last Updated 3/8/2018