1 The SEC’s new policy may be found at the following link: http://www.sec.gov/divisions/corpfin/internatl/nonpublicsubmissions.htm.
2 This footnote does not include a citation to any SEC rule. Please do not try to find an SEC rule that permitted the confidential submissions; it
was an informal policy of the SEC that was not included in any rule. (We know several lawyers who wasted a number of hours trying to find
the relevant rules, and we would like you to avoid making the same mistake; we know your time is valuable.)
3 Certain foreign private issuers have not had the benefit of the confidential submission procedure. For example, Canadian issuers filing under
the multijurisdictional disclosure system (“MJDS”) have not used this procedure, as the SEC does not typically review these registration
statements in any event.
4 This benefit did not inure to companies with blabbermouths on their teams, as public reports emerged about their offerings before the
completion of the confidential review.
5 See footnote 4, supra. Issuers (and their underwriters) who do in fact qualify for the confidential submission procedure may wish to redouble
their efforts to maintain the confidentiality of their offering process because publicity may result in the loss of the qualification.
6 See SEC Form ID: http://www.sec.gov/about/forms/formid.pdf.
