Shelf Registered Securities : Is it Time to Re-Evaluate the Process?

Firms that meet certain criteria can register debt or equity securities for issuance any time during the subsequent two years. This process is known as shelf registration. Key shelf registration qualification criteria include $75 million market capitalization held by outsiders, timely SEC filings, investment-grade ratings of debt, no defaults on debt payments, and listing on national stock exchanges. During the last few years, several visible companies have suffered quick financial collapses. Many of these companies had debt securities available for issuance from the shelf at the time of collapse. In this study, we examine shelf registrants to address whether shelf registrants of debt, on average, are riskier firms than those that do not have shelf registrations. Using various measures of risk, we assess the risk profiles of shelf registrants versus non-shelf registrants. We find that shelf registrant firms are more highly leveraged, slightly less profitable, and have greater bankruptcy probability than non-shelf registrant firms. Collectively, these findings raise concerns about the overall safety of shelf registrations, and suggest the need for regulators to reconsider the appropriate qualifications for shelf registration. The findings also suggest that investors and analysts should beware of the additional risk posed by the average firm that has shelf-registered debt securities