Filing Fee Table Changes

Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings.¹⁴ For capital markets practitioners, it is important to know that all Rule 424 final prospectus filings for shelf takedowns, from either Form S-3 or Form F-3, will require a separate filing fee exhibit, whether or not fees were prepaid. For "pay-as-you-go" filers relying on Rule 456(b), amended Rule 424(g)(1) and the relevant form (S-3 or F-3) requires a very specific table format. General Instruction II.F. and Item 16(b) of Form S-3 have been amended, as have been General Instruction II.G. and Item 9(b) of Form F3. Examples of the new tables and detailed instructions are in Item 16(b) of Form S-3 and Item 9(b) of Form F3.

The amendments move the filing fee table update for "pay-as-you-go" from the cover of the prospectus supplement to a separate exhibit. For Rule 424 filings that are not using "pay-as-you-go," Rule 424(g)(2) does not require the use of a table, but the maximum aggregate amount or maximum aggregate offering price of the securities to which the prospectus relates, and a statement that the prospectus is the final prospectus for the offering, are required to be included in the narrative.

The new requirements also affect filings where unused securities or fees are being carried forward from an existing registration statement to a newly filed registration statement, and also when a combined prospectus is being used under Rule 429.

The new changes affect Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, N-14, SF-1, and SF-3 under the Securities Act, Schedules 13E-3, 13E-4F, 14A, 14C, TO, and 14D-1F under the Exchange Act, and Forms 24F-2 and N-2 under the Investment Company Act.

Footnote

14 The "Filing Fee Disclosure and Payment Methods Modernization" release is available at: https://www.sec.gov/rules/final/2021/33-10997.pdf

Originally published in REVERSEinquiries: Volume 5, Issue 2.
Click here to read the articles in this latest edition.

Visit us at mayerbrown.com

Visit us at mayerbrown.com

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe - Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2020. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.