On April 16, 2019, the Division of Corporation Finance (the “Division") of the Securities and Exchange Commission (“SEC") announced streamlined procedures for confidential treatment extensions for material contracts where the Division has previously granted confidential treatment (available here). These procedures were announced in light of the recently adopted redacted exhibit rules that permit registrants to redact confidential information from certain exhibits without filing a confidential treatment request (for more on the redacted exhibit rules, see our related prior client alert and blog post). Under the SEC's rules, a registrant that has previously obtained a confidential treatment order for a material contract must file an extension application under Securities Act Rule 406 or Exchange Act Rule 24b-2 to continue to protect such confidential information from public release prior to the expiration of the existing order. Of note, a registrant cannot use the SEC's recently adopted redacted exhibit rules to refile a redacted material contract that was granted confidential treatment under the old rules, but instead must rely on the confidential treatment extension process.
To streamline the extension process, the Division has developed a non-exclusive[1] new short form application (available here) that applies only to contracts where a confidential treatment order has previously been granted. The short form application, which is a one page document that should be emailed to [email protected], requires an applicant to affirm that the most recently considered application for a confidential treatment order continues to be true, complete and accurate and to indicate its request to extend the order for either three, five or 10 years. An applicant generally is not required to refile the unredacted material contract or provide supporting analysis; however, if the application reduces the redactions in the contract, it must publicly file the revised redacted version of the contract when it submits the short form application.
If the Division grants the application, it will post the order to the applicant's filing history on EDGAR following its normal procedures, but if the Division has any questions relating to the application, it will contact the applicant.
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Special thanks to Rex Jordan for his contribution to this post.
[1] The Division notes that “[t]he short form application is not the exclusive means to request an extension of confidential treatment for previously granted requests. It is available as an alternative to the traditional method of requesting such extensions."