Page 90 - Initial Public Offering - An Introduction to IPO on Wall Street

sentiment in the market.

Upon conclusion of discussions with the underwriter, normally about the time the statement of
registration is due to become effective and the roadshow is over, the underwriting contract is
signed by an organization’s designated officials and the underwriter.

The final adjustment to the statement of registration shall also be incorporated at this time,
including (as applicable) the negotiated offering amount, the concession or fee of the
underwriter, and the company's net proceeds. This provision is referred to as the amendment
to pricing and is submitted with the SEC.

In an attempt to simplify the reporting conditions associated with the final pricing reform, the
SEC introduced a provision enabling organizations to exclude, from a statement of registration
that is deemed effective, information relating to the public offering price, price-related facts,
and the underwriting syndicate.

In such instances, the excluded information is provided either as part of the final prospectus
and integrated into the statement of registration by reference or as part of the post-effective
revision to the statement of registration.
If there are no substantial concerns with regards to the statement of registration by the staff of
the SEC’s Division of Corporation Finance, an organization, and its underwriter will typically
request that the deal be deemed effective right away, known as seeking acceleration. The
underwriter can continue with the sale of securities to the public if acceleration is approved.

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