Pre-filing a prospectus with the OSC
Before filing a preliminary prospectus, an issuer can obtain a pre-filing interpretation or waiver, or pre-file their prospectus for a full review on a confidential basis.
A pre-filing interpretation or waiver allows an issuer to consult with OSC staff regarding the interpretation of securities legislation to a specific issue of the proposed offering. Staff will focus only on the specific issue and will review the full prospectus at the time of the public preliminary prospectus filing. Some of the common issues that have been raised on pre-filings include:
- sufficiency of financial statement disclosure for certain significant acquisitions
- primary business in an initial public offering (IPO), especially when the three-year financial history required for filing the prospectus spans different legal entities
- determining if the acquisition is an asset or a business acquisition
- sufficiency of proceeds, especially concerning the intended use of the funds used from a prospectus
For guidance on seeking a pre-filing interpretation or a waiver, please refer to Part 8 (Pre-filings and Waiver Applications) of National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions.
Confidential pre-file review
An issuer may also file a prospectus for a full review on a confidential pre-file basis. Prospectuses filed on a confidential pre-file basis are reviewed by staff with the same level of detail as a publicly filed preliminary prospectus. An issuer should pre-file their prospectus with their principal regulator only.
To use the confidential pre-file process, we expect the terms and conditions of the offering, and any related transactions, to be clearly determined. We also expect that the underwriters would have substantially completed their review of the pre-filed prospectus.
CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses provides more information regarding the process for harmonized full reviews of prospectuses on a confidential pre-file basis.
For more information on the OSC’s service standard timing to review confidential pre-file prospectuses, see the OSC Service Commitment.