What Is a Shelf Offering? 

A shelf offering is a U.S. Securities and Exchange Commission (SEC) provision that allows an equity issuer (such as a corporation) to register a new issue of securities without having to sell the entire issue at once. The issuer can instead sell portions of the issue over a three-year period without re-registering the security or incurring penalties.1

 

A shelf offering is also known as a shelf registration; it is formally known as SEC Rule 415.1

 

KEY TAKEAWAYS

  • A shelf offering allows a company to register a new issue with the U.S. Securities and Exchange Commission (SEC) and sell the security over a three-year period instead of all at once.
  • This lets a company adjust the timing of the sales of a new issue to take advantage of more favorable market conditions should they arise in the future.
  • The company maintains any unissued shares as treasury stock, where they remain “on the shelf” until offered for public sale.

How Shelf Offerings Work 

A shelf offering can be used for sales of new securities by the issuer (primary offerings), resales of outstanding securities (secondary offerings), or a combination of both. Companies that issue a new security can register a shelf offering up to three years in advance, which effectively gives it that long to sell the shares in the issue.

 

Depending on the type of security and the nature of the issuer, forms S-3, F-3, or F-6 must be filed to make the shelf offering. During this period, the issuer still has to file quarterly, annual, and other disclosures with the SEC, even if it hasn’t issued any securities under the offering. If the three-year window draws close to expiring and the company hasn’t sold all of the securities in the shelf offering, it can file replacement registration statements to extend it.2

 

A shelf offering enables an issuer to access markets quickly, with little additional administrative paperwork, when market conditions are optimal for the issuer. The primary advantages of a shelf registration statement are timing and certainty. When a firm finally decides to act on a shelf offering and issue actual securities to the market, it’s called a takedown. 

 

Takedowns can be made without review by the SEC’s Division of Corporation Finance and without delay. For example, suppose the housing market is heading toward a dramatic decline. In this case, it may not be a good time for a home builder to come out with its second offering, as many investors will be pessimistic about companies in that sector. By using a shelf offering, the firm can fulfill all registration-related procedures beforehand and act quickly when conditions become more favorable.

Advantages of Shelf Offerings 

A shelf offering provides an issuing company with tight control over the process of offering new shares. It allows the company to influence the shares’ price by managing the supply of its security in the market. A shelf offering also enables a company to save on the cost of registration with the SEC by not having to re-register each time that it wants to release new shares.

 

If a company has a long-term plan for issuing new securities, the process of shelf registration allows it to address multiple issues of a particular security within a single registration statement. This can be simpler to create and manage, since multiple filings are not required, lowering administrative costs for the business as a whole. Furthermore, no maintenance requirements exist beyond standard reporting, so shelf registrations do not create an additional burden while they are waiting for issue.

 

Example of a Shelf Offering 

SafeStitch Medical Inc. (formerly TransEnterix), a manufacturer of robotic surgical technology, used a shelf offering to prepare new offerings to correspond with launch plans of a new product. When shelf registrations were expanded pursuant to the release of a new product line, the market responded with a 10% increase in share value. Even though the risk of share dilution was present, the market responded to the favorable news regarding the pending technological advancement.

 

Why would a company do a shelf offering?

A shelf offering allows a company to register a security and then keep it “on the shelf” for up to three years. This way, the company can register its securities up front and then wait until conditions are favorable to sell them on the market. Shelf offerings give companies a method to plan their offerings over the long term and to control the supply of their securities on the market.

 

Does a shelf offering dilute shares?

Whenever a company sells new shares, this reduces the value of existing shares. With a shelf offering, the equity position of existing shareholders will eventually decrease through share dilution. However, the actual dilution does not occur until the company makes its takedown, bringing the shares off the shelf and selling them to investors. Although dilution may be an inevitable consequence of issuing additional shares, shelf offerings allow a company more control over the timing of this impact, and they can provide the markets with some insight into a company’s upcoming issuance plans.

 

What is a shelf registration?

A shelf registration under U.S. Securities and Exchange Commission (SEC) Rule 415 allows a company to register a security, but instead of selling it immediately, the company can offer its securities to the market over as much as three years. The company registers its securities under a core prospectus that applies for the duration of the shelf offering, and it provides prospectus supplements when it sells the securities to the market.3

 

The Bottom Line 

A shelf offering allows a company to register its securities with the SEC but then delay putting them on the market for a period of up to three years. This provides some advantages, as the company can time the release of its securities, ideally aligning the issuance with favorable market conditions. Shelf offerings can also help companies save on the registration process, as they do not have to re-register each time that they release new shares.