Is Today A Business Day?
Good question, depends who you ask. The SEC's EDGAR filing system is closed today for the Juneteenth Holiday. Because today is a federal holiday, today will not count as a business day in the filing periods in Rule 424(b) under the Securities Act. This is also helpfully noted in the SEC's announcement of an EDGAR filing holiday at: SEC.gov | EDGAR Will Be Closed Friday, June 18, 2021. This is usually 2-3 "business days," as defined in the relevant indenture. A typical "business day" definition for a fixed rate debt security in an indenture reads "'business day' means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York." Because today is a legal holiday, it will not be counted for purposes of the settlement period. We don't have to reach the question of whether or not banks in New York City are open, as many banks are open today. Issuers and underwriters closing a transaction pursuant to an underwriting agreement may not have an extra day. At least one bulge bracket bank holding company's form of underwriting agreement defines a "New York Business Day," which is used for settlement of the transaction, as "each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close." Because today is not a bank holiday in New York City, today is a New York Business Day under that formulation. We can assume that the drafters of that agreement thought that there would be sufficient advance notice of any federal or bank holiday. There was very little advance notice of this federal holiday. Visit us at mayerbrown.com  Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe - Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.  Copyright 2020. The Mayer Brown Practices. All rights reserved. This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.