Time is of the essence when it comes to SEC filings – as companies such as Google found out to its cost in October 2012, when its US financial printer released the company’s quarterly results hours ahead of schedule, wiping $26bn off Google’s market capitalisation.
Accurately meeting submission deadlines is critical, and calls on the support of a highly experienced and coordinated 24/7 project management team, providing you with expertise throughout the duration of a filing.
Black&Callow - formerly part of Imprima, the financial printing and VDR (Virtual Data Room) services provider, prior to its MBO in 2014 - provides an unrivalled SEC filing service as one of its key financial offerings.
Paul Lloyd has been part of the team for 18 years and successfully helped Imprima set up its in-house SEC filing service in 2002. Today, Paul specialises in SEC filings alongside managing IPOs, M&A, and Corporate Reporting projects, as well as Black&Callow’s new cloud based iRoadshow platform.
Here, Paul gives an insight into upcoming changes to SEC Edgar requirements, options available to issuers, and shares his top tips for ensuring timely and successful filings.
EDGAR in practice
“Our EDGAR filing service is catered exactly to the client’s needs. For a solely EDGAR project, the client would provide text in, for example, an MS Word file, which we immediately convert into HTML. We are then able to hyperlink, add folios, test and live file with the SEC.
Yet, if the project is also being typeset and printed – for instance an ABS Prospectus or a Debt Securities offering – we initially utilise our specialist financial typesetting platform, 3B2. This allows the client to receive the full benefits of strikethrough blacklining when the document is drafted. A day or so before the filing date, we create the EDGAR version. We have built a unique script to convert our 3B2 print version to compliant HTML, and these files then get edited if necessary before submission to the SEC.
“The most critical challenge for us is ensuring files are submitted by the day’s hard deadline of 17.30pm US (Washington) time. If the SEC was to receive the file at 17.31pm then it would have the next day’s date on it which could be disastrous.
When working on one of our most memorable EDGAR projects, a client sent several amendments minutes before the deadline. The whole team expedited the corrections and the live filing was successfully submitted at 17.29pm to the relief of all involved!
Some projects can be completed within a day such as a 6-K press release, whereas others, such as a S-11 Registration Statement, will need to be submitted to the SEC several times for comment and can potentially take up to four months. Nevertheless, whichever timescale deadlines we are working to, we are confident in completing filings as agreed with the client.”
Technology alone is not enough
“We are praised for our speed, quality and accuracy, which is particularly relevant to our EDGAR projects due to the hard deadlines in place.
Around half of the EDGAR filing projects we complete are dual projects, as clients utilise our other service offerings. I think this demonstrates the strong level of trust that clients have in us, and we have certainly built up a portfolio of loyal customers.
I would also attribute success to our bespoke technology usage. As well as having the ability to convert 3B2 print files to EDGAR compliant HTML in-house, we work with a highly experienced XBRL company which extracts relevant information from company reports to tag for XBRL. This is critical, as those using IFRS taxonomy will have to use XBRL tagging in filed annual reports from 2018 onwards; and so, we are already prepared for this regulation.”
Adapting to change
“We are fortunate to always be one step ahead with EDGAR technology. Recently it was announced that the SEC will soon be requesting that if a filing refers to information contained in a previous filing, then there needs to be an active hyperlink that would take the investor directly to that data. Although this statute is not mandatory yet, we have tested the capabilities with our software, and it is now ready for whenever our clients ask.
Similarly, when our Form 13F filing clients needed to adapt the way they filed by using an online form with a XML constructed table, our tailored software was already in place to fulfil the filings. Being one step ahead means that our clients are rarely affected by regulation changes, as we have trialed and tested to ensure minimal project disruption.”
What are Paul’s tips?
- “Share your filing deadlines with us as early as possible; that way we can plan accordingly to ensure we deliver the results you need ahead of time”
- “If you require more service offerings, let us know. Our expertise goes beyond EDGAR filings and we will be happy to support your project in more ways than one"
- “If your project needs to abide by new regulation changes, please discuss these with your Black&Callow project manager; they will openly talk you through how your filing will be completed through our software and make sure you have complete understanding.”