Memorandum
JOBS Act 2.0 –Provisions of the FAST Act Facilitate Initial PublicOfferings by Emerging Growth Companies
Division of Corporation Finance of SEC Issues Interpretive GuidanceDecember 11, 2015

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act(the “FAST Act”). While unrelated to transportation, certain provisions of the FAST Act build on theJumpstart Our Businesses Startups Act (the “JOBS Act”) enacted in 2012 to further enhance access to theIPO market by emerging growth companies (“EGCs”). 1Reduction in Required Time Period Between Public Filing and Roadshow
The FAST Act reduces from 21 to 15 the number of days prior to a roadshow that an EGC must publicly file
its registration statement with the Securities and Exchange Commission. This change became effective upon
the signing of the FAST Act by President Obama on December 4, 2015.

Grace Period for Loss of EGC Status During IPO Process
The FAST Act establishes a grace period for companies that lose their EGC status during the IPO process. If acompany was an EGC at the time that its registration statement was first submitted to the SEC for review(whether through confidential submission or public filing), but thereafter ceases to be an EGC , it will still betreated as an EGC for the purposes of the IPO process through the earlier of (1) the date the it consummatesits IPO and (2) one year after it has lost its EGC status. While the FAST Act only expressly amends thestatutory provision relating to confidential submission, we are optimistic that the SEC will permit companies
that use the grace period to also continue to take advantage of the special disclosure rules for EGCs. Thischange also became effective upon the signing of the FAST Act by President Obama on December 4, 2015.
1An EGC is generally defined to be an issuer with total annual gross revenues of less than $1 billion during its mostrecently completed fiscal year.
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Memorandum – December 11, 2015

2Omission of Financial Information That Will Roll Off Prior to Circulation ofPreliminary Prospectus
The FAST Act permits an EGC that files a registration statement (or submits a registration statement forconfidential review) on Form S-1 or Form F-1 to omit financial information for historical periods otherwise
required under Regulation S-X if (1) the omitted financial information relates to a historical period that theissuer reasonably believes will not be required to be included in its registration statement at the time of thecontemplated offering and (2) prior to the distribution of a preliminary prospectus to investors, theregistration statement is amended to include all financial information required by Regulation S-X at the timeof the amendment.
On December 10, 2015 the Division of Corporation Finance of the SEC issued interpretive guidance
confirming that this provision permits an EGC to omit not only an earlier year of its own audited annual
financial statements from filings or submissions where the requirement to include such year will roll off
before the circulation of the preliminary prospectus, but also financial statements of other entities (such asacquired businesses) if it reasonably believes that those financial statements will not be required at the timeof the offering. The guidance also clarifies than an EGC may not omit financial statements for an interim
period that will be included within required financial statements for a longer interim or annual period at thetime of the offering, even though the shorter period will not be presented separately at that time. At the sametime that it issued this interpretive guidance, the Division of Corporation Finance also announced that it will
not object if EGCs apply this provision immediately notwithstanding that the FAST Act provision by its
terms is effective only beginning 30 days following enactment.
The applicable text of the FAST Act can be accessed by clicking here. The Division of Corporation Finance’s
interpretive guidance can be accessed by clicking here.

Please contact any of the members of our Capital Markets group for more information.

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assumes no liability in connection with the use of this publication. Please contact your relationship partner if we can be ofassistance regarding these important developments. The names and office locations of all of our partners, as well as ourrecent memoranda, can be obtained from our website, www.simpsonthacher.com.

Simpson Thacher & Bartlett LLP

Memorandum – December 11, 2015

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