Well Known Seasoned Issuer

Well known seasoned issuers, or WKSIs, are a category of issuer that was defined in 2005 as part of the SEC’s Securities Offering Reform and refers to the largest and most sophisticated public companies. These companies are able to benefit from communications safe harbors, as well as from faster access to the capital markets, through the automatic shelf registration statement process. A WKSI is defined as an issuer that: meets the registrant requirements of Form S-3 or F-3 (shelf registration statement), which include being current and timely in periodic reporting requirements under the Securities Exchange Act; is not an ineligible issuer or asset-backed issuer; and as of a date within 60 days of the determination date, has either: a worldwide market value of outstanding voting and non-voting common equity held by non-affiliates of $700 million or more; or both (i) registered and issued at least $1 billion in aggregate principal amount of non-convertible debt or preferred stock for cash, not exchange, during the past three years, and (ii) will only offer non-convertible debt or preferred stock (unless the issuer is also eligible to register a primary offering of its securities on Form S-3 or Form F-3).

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