RegAlert2016-11-21
Added · Updated
SEC Division of Corporation Finance no-action letter: Morgan Stanley Smith Barney LLC
Morgan Stanley Smith Barney LLC proposes a Conditional Offers to Buy (COB) process for initial public offerings, allowing financial advisors to solicit non-binding purchase indications during the pre-effective period. The process requires clients to receive an annual summary, a preliminary prospectus with a price range, and a Notice of Effectiveness providing at least one hour to withdraw their COB before contracts are formed. Contracts of sale are only established after the registration statement becomes effective, the offering prices within the specified range, and no material changes occur, ensuring compliance with Section 5(a) of the Securities Act of 1933.
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S1DIEY1 SIDLEY AUSTIN LLP BEIJING
1501 K STREET, N.W. BOSTON
WASHINGTON, D.C. 20005 BRUSSELS
+1 202 736 8000 CENTURY CITY
+1 202 736 8711 FAX CHICAGO
DALLAS
GENEVA thomas.kim@sidley.com
(202) 736 8615 FOUNDED 1866
By electronic mail
Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F St., NE
Washington, DC 20549
Re: Request for Interpretive Letter on IPO Procedures Ladies and Gentlemen:
HONG KONG SAN FRANCISCO
HOUSTON SHANGHAI
LONDON SINGAPORE
LOS ANGELES SYDNEY
MUNICH TOKYO
NEW YORK WASHINGTON, D.C.
PALO ALTO
Securities Act of 1933
Section 5(a)
We are writing on behalf of Morgan Stanley Smith Barney LLC, a registered brokerdealer and investment adviser, and its affiliates (collectively, "Morgan Stanley" or the "Firm") to request an interpretive letter from the Staff confirming that Morgan Stanley's proposed process for offering and selling securities in initial public offerings ("IPOs") as outlined in this request does not involve a pre-effective sale for purposes of Section 5(a) of the Securities Act of 1933, as amended (the "Securities Act").
I. Background
Morgan Stanley operates one of the largest wealth management organizations in the world, with 608 locations and $1.985 trillion in client assets as of December 31, 2015. Morgan Stanley offers personalized services to its wealth management clients and communicates with them largely through its nearly 16,000 financial advisors ("F As"). Wealth management clients Sidley Austin (DC) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships. ACTIVE 2 I 3458499v. I 3
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