How Quickly Does the SEC Staff Review a Form S-1?

How Quickly Does the SEC Staff Review a Form S-1?

Blog The Road to IPO: Legal and Regulatory Insights into Going Public

The SEC's longstanding target is to provide initial comments on a Form S-1 within 30 days after filing. For its fiscal year ended September 30, 2011, the SEC reported that the staff provided initial comments on all Form S-1 filings—IPOs and non-IPOs—in an average of 24.4 calendar days. The SEC does not separately report this statistic for IPOs, and individual response times for initial IPO comments can vary in relation to overall filing volumes. In a slow market, initial comments can arrive in as little as 20 calendar days; when deal volumes surge, the 30-day standard may be missed by up to a week, although usually not more.

Unlike its 30-day target for initial comments on a Form S-1, the SEC has not committed to any specific timing objective for the staff to review and comment on the company's responses. The time required for SEC review will depend on the volume and nature of the staff's comments and the company's changes to the Form S-1, the quality of the company's response, staff workloads, SEC filing volumes, and other factors.

Based on our review of the filings for all US IPOs completed in 2010 and 2011, set forth below is the elapsed time (in calendar days) between Form S-1 filings and SEC comment letters. The ranges represent the 25th and 75th percentiles. Data beyond the fourth Form S-1 amendment is not presented because external factors, such as market conditions, often begin to affect company response times as the anticipated date for the road show approaches.

Elapsed Time Between Form S-1 Filings and SEC Comment Letters

Description

Median
(Calendar Days)

Range
(Calendar Days)

Initial Form S-1 filing to first comment letter

27

27-28

First comment letter to first Form S-1 amendment

13

8-17

First Form S-1 amendment to second comment letter

15

12.5-18

Second comment letter to second Form S-1 amendment

9

7-15

Second Form S-1 amendment to third comment letter

11

8-15

Third comment letter to third Form S-1 amendment

6

4-14.25

Third Form S-1 amendment to fourth comment letter

7.5

4-14

Fourth comment letter to fourth Form S-1 amendment

5

2-9