What is a Quiet Filing?

A quiet filing is an IPO filing that intentionally excludes certain information.

How Does a Quiet Filing Work?

When a company is getting ready to go public, it files an SEC Form S-1, which is also called a prospectus. The Securities Act of 1933 requires the prospectus to fully disclose all material information about the issuer, including a description of the issuer’s business, the name and addresses of key company officers, the salaries and business histories of each officer, the ownership positions of each officer, the company’s capitalization, an explanation of how it will use the proceeds from the offering, and descriptions of any legal proceedings the company is involved in.

In a quiet filing, the company sends the form to the SEC but leaves much of it blank and then provides the details separately via amendments.

Why Does a Quiet Filing Matter?

Quiet filings buy time. They allow an issuer to file the proper paperwork with the SEC but also give it time to delay revealing key information. In many cases, the filer just doesn't know the information; in other cases, the underwriters and the issuer want to get the ball rolling but haven't resolved certain issues.