CSA Introduces Well-Known Seasoned Issuer Program
The Canadian Securities Administrators (CSA) announced changes to
allow large, well-known Canadian reporting issuers, referred to as
well-known seasoned issuers (WKSIs), to file a base shelf prospectus on
an accelerated basis (the “WKSI Program”). The WKSI Program, reflected in blanket orders issued pursuant to CSA Staff Notice 44-306 – Blanket Orders Exempting Well-known Seasoned Issuers from Certain Prospectus Requirements,
is modelled on the Well-Known Seasoned Issuer category of issuer
adopted by the United States Securities and Exchange Commission in 2005.
The introduction of the WKSI Program is part of the CSA initiative to
reduce the regulatory burden on Canadian reporting issuers and will make
it more efficient for qualifying issuers to raise capital in Canada.
The WKSI Program comes into effect on January 4, 2022, and expires on
July 4, 2023, subject to extension or permanent adoption.
The WKSI Program
A WKSI is an issuer that has either:
- outstanding listed equity securities with a public float of C$500,000,000 or more; or
- distributed at least C$1,000,000,000 of non-convertible non-equity securities under prospectus offerings for cash in the last three years.
To utilize the expedited filing process, a WKSI must, among other requirements:
- be current with its continuous disclosure filings and not in default of any requirement of Canadian securities laws;
- satisfy the definition of a WKSI as of a date within 60 days before the filing date;
- have been a reporting issuer in at least one Canadian jurisdiction for 12 months before the filing date;
- not, within the three years before the filing, have been subject to bankruptcy proceedings or certain regulatory sanctions;
- not, at the time of the filing or within the three years before the filing, be either
a. an issuer whose operations have ceased; or
b. an issuer whose principal asset is cash, cash equivalents, or its
exchange listing, including, without limitation, a capital pool company,
a special purpose acquisition company or a growth acquisition
corporation or any similar entity, as defined in the applicable stock
exchange rules or policies; and
- have no outstanding asset-backed securities and not be qualifying any asset-backed security under the base shelf prospectus.
In addition, issuers with mining operations wishing to utilize the
WKSI Program must have gross revenue derived from mining operations of
at least C$55,000,000 for the issuer’s most recently completed financial
year, and gross revenue derived from mining operations of at least
C$165,000,000 in the aggregate for the issuer’s three most recently
completed financial years.
Issuers utilizing the WKSI Program will not have to file a preliminary
base shelf prospectus or undergo a regulatory review for a base shelf
prospectus filing and are exempt from certain of the disclosure
requirements of a base shelf prospectus, including the requirement to
disclose:
- the aggregate dollar amount, and number of, securities qualified under the base shelf prospectus;
- a plan of distribution;
- details of the terms of the securities being distributed; and
- any selling securityholders.
Under the WKSI Program, issuers will be permitted to issue an
unlimited dollar amount of securities under the base shelf prospectus.
The WKSI Program is a pilot project intended to assist the CSA in
evaluating the appropriateness of the eligibility criteria and
conditions and identifying potential public interest concerns that
should be addressed in any future rule amendments to implement a
Canadian WKSI Program.
The WKSI Program is a welcome addition to the Canadian capital markets
and will enhance efficiencies for large reporting issuers raising
capital in Canada.
For further information on the WKSI Program, please contact any member of our Capital Markets Group.
The authors would like to thank Zhiyao Chen, Student-At-Law, for his assistance in writing this Update.
Authors
Insights
-
REITS and Income Securities
The Legal Industry Reviews Edition 8 - REITs Chapter
Bill Gorman, Brenda Gosselin, and Stephen Pincus have co-authored The Canadian REIT Structure in the eighth edition of The Legal Industry Reviews Canada.To view the… -
Capital Markets
Canadian Securities Regulators Announce New Measures to Promote Competitiveness of Canada’s Capital Markets
In response to ongoing uncertainty in global capital markets, the Canadian Securities Administrators (CSA) recently published three coordinated blanket orders (the “Blanket Orders”) intended to reduce… -
Capital Markets
Canada’s stock market is broken and we must fix it, The Globe and Mail
In an article published in the The Globe and Mail, co-authors Stephen Pincus and Brad Ross share their insights on revitalizing Canada’s capital markets.“The trade war with the U.S. has drawn… -
Banking and Financial Services
Canadian Securities Regulators Publish Temporary Exemptions For Derivatives Data Reporting Requirements
On February 20, 2025, the Canadian Securities Administrators (CSA) introduced temporary exemptions from certain derivative data reporting requirements relating to unique product identifiers for… -
REITS and Income Securities
The Legal Industry Reviews Edition 7 - REITs Chapter
Stephen Pincus, Brenda Gosselin, and Bill Gorman have co-authored The Canadian REIT Structure in the seventh edition of The Legal Industry Reviews Canada.To view the… -
Capital Markets
Proxy Advisors Update Canadian Voting Guidelines for 2025
In late 2024, Institutional Shareholder Services (ISS) and Glass Lewis, two leading North American proxy advisory firms, updated their benchmark proxy voting guidelines ahead of the 2025 proxy season…
Featured Work
-
Mergers and Acquisitions
Onex to sell WestJet stakes to Delta and Korean Air
Goodmans LLP is advising WestJet Airlines Ltd. and its controlling shareholder, Onex Corporation, in the sale of Onex’s minority stakes in WestJet to Delta Air Lines and Korean Air… -
Capital Markets
Zodiac Gold closes non-brokered private placement
Goodmans LLP advised Zodiac Gold Inc. in connection with the closing of the second and final tranche of its non-brokered private placement… -
Capital Markets
Brookfield announces offering of First Mortgage Bonds for Bay Adelaide Centre East and West
Goodmans LLP advised CIBC Capital Markets, as Structuring Agent and Lead Left Joint Bookrunner, for Brookfield on its $433.2 million offering of First Mortgage Bonds for Bay Adelaide Centre East and… -
REITS and Income Securities
BSR REIT completes strategic asset sale with Avalon Bay Communities Inc.
Goodmans LLP advised BSR REIT in connection with the sale of an aggregate of nine properties, consisting of 2,701 apartment units, to AvalonBay Communities, Inc. for gross consideration valued at… -
Mining
Paulson and NOVAGOLD RESOURCES INC. to acquire Barrick Gold Corp.’s 50% stake in Donlin Gold LLC for US$1 billion
Goodmans LLP is advising Paulson & Co Inc. in connection with a backstop financing commitment entered into as part of its agreement to jointly acquire with NOVAGOLD RESOURCES INC. a 50% interest… -
REITS and Income Securities
NexPoint Hospitality Trust acquired by NexPoint Diversified Real Estate Trust
Goodmans LLP advised NexPoint Hospitality Trust in connection with its going private transaction with NexPoint Diversified Real Estate Trust…
News & Events
-
Banking and Financial Services
Goodmans Lawyers Once Again Recognized in the Lexpert Special Editions: Finance 2025 and Mergers and Acquisitions 2025
We are proud to announce the Lexpert Special Editions: Finance 2025 and Mergers and Acquisitions 2025 once again feature Goodmans lawyers among Canada's experts.Congratulations to… -
Aging and Health Care
The Canadian Legal Lexpert Directory 2025 Once Again Recognizes Goodmans
We are proud to announce Goodmans LLP continues to be recognized in the 2025 edition of The Canadian Legal Lexpert Directory.Congratulations to the 96 Goodmans lawyers recognized as leaders across… -
Banking and Financial Services
Chambers and Partners Once Again Honours Goodmans with Global Recognition
We are proud to announce Goodmans LLP continues to receive top-tier recognition from Chambers and Partners in the Chambers Global 2025 Guide released today.Recognition from Chambers and Partners is…