No sooner had Corp Fin advised us that there was no easy way to do an extension for a confidential treatment order then, lo and behold, they create one. Today, Corp Fin posted a new streamlined procedure for confidential treatment extensions.
If a company has previously received an order granting confidential treatment and that order is about to expire, then, to continue to protect the confidentiality of the information post-expiration in the event of a FOIA request, the company would need to file an application for an extension under Rules 406 or 24b-2 prior to the order’s expiration. However, the staff had previously advised that the new, more efficient process (which had become available April 2) for obtaining confidential treatment (see this PubCo post) would not be effective for extensions of orders for previously filed CTRs and related information. In other words, the company couldn’t just refile a redacted exhibit using the new approach because the information that the staff had retained in connection with the earlier CTR would not be protected. That led to the awkward result that, for new exhibits, the company could just file a redacted copy under the new approach, but for an older exhibit with an expiring CT order, the company would need to go through the entire CTR extension rigmarole.
Instead, to streamline the extension process, the staff has a new, one-page short-form application, which is available only for extensions of previous CT Orders. The application requires the company to:
- affirm that the information in the most recent CTR “continues to be true, complete and accurate” regarding the confidential information;
- indicate whether the company is requesting an extension of an additional three, five or ten years;
- provide a brief explanation to support the request; and
- email the application to CTExtensions@sec.gov, which address should be used, as the name suggests, exclusively for CT extensions.
Companies need not refile the unredacted documents, nor is it necessary to resubmit the prior supporting analysis unless it has changed. If the company reduces the redactions, it must publicly file the new redacted version of the exhibit when it submits the short-form extension application. On the other hand, if the company wants to add new exhibits to that application or to make additional redactions that were not previously considered by the staff, the company would need to submit a new confidential treatment application containing all of the information required by Rules 406 or 24b-2.
The short-form application is a non-exclusive alternative to the traditional method of requesting CT order extensions. The company can select the particular exhibits for which it is seeking a CT extension; the application does not need to cover all prior CT orders for all prior exhibits that have previously been granted confidential treatment. The staff may contact the company if there are any questions. If the request is granted, the new CT order will be posted on the company’s EDGAR page.