Post-Year-End Offerings

Certain issues arise when a company wishes to file a registration statement and undertake an offering during the first quarter of the year (i.e., after December 31st for companies with a fiscal year-end of December 31st) but before the company's year-end financial statements are complete. In particular, a company should focus on the financial statements that are required to be included (or incorporated by reference) in its registration statement and the comfort that the company's accountants may be willing to provide on the financial information contained in the registration statement, as well as comfort with respect to the period of time after the date of that financial information.¹