FINRA soon will introduce a new public offering filing system for public offerings that are required to be filed under FINRA Rules 5110, 5121 and 2310 - Corporate Financing Rules.  The new Public Offering System, which will replace COBRADesk, will provide operational efficiencies and useful enhancements for filers.  COBRADesk, which has been operational since 1999, will be retired on 6/20/12. FINRA issued this Notice to provide information on the transition period to the new system and to describe certain process enhancements for filing shelf offerings. To avoid any potential inaccuracies in the translation of filings submitted through the COBRADesk application, FINRA will not migrate data from COBRADesk to the new system.  COBRADesk and the data therein will no longer be available to firms after 6/20.  In addition, offerings that were filed in COBRADesk and that are under review as of this date must be refiled in the new system.  If advice is needed about refiling, go to the staff member in CorpFinance who is reviewing the offering.  No additional fees will apply to any offering that is refiled in the Public Offering System if the fees were previously paid when the offering was filed in COBRADesk. FINRA Staff Contacts. Direct questions to: Joseph Price, SVP, CorpFin/Advertising Regulation - (240) 386-4642; Paul Mathews, Director, CorpFin - (240) 386-4639; Eugene Buchanan, Assoc. Director, CorpFin - (240) 386-4626; or Joani Ward, Asst. Director, CorpFin - (240) 386-4623. Background. FINRA’s CorpFin Rules require member firms to file information about public offerings of securities in which they participate, subject to certain filing exemptions including exemptions for offerings of “seasoned issuers,” investment grade securities and registered investment companies, "RICs" or mutual funds. Currently, firms file their offerings through FINRA’s COBRADesk system, which enable FINRA to review the filings and to issue a “no objections” opinion - so long as the terms and arrangements governing member firms’ participation and disclosure regarding those terms and arrangements appear to comply with the rules’ requirements.  A "no objections" opinion is required before any member firm may participate in a distribution of securities to investors. FINRA Review. FINRA provides regulatory guidance as to what constitutes fair and reasonable underwriting arrangements and complements the SEC’s registration process for issuers.  The SEC defers to FINRA to establish reasonable levels of underwriting compensation and adequate disclosure of the underwriting terms and conflicts.  The SEC generally will not declare an issuer’s registration statement to be effective unless the underwriters have obtained a "no objections" opinion from FINRA. New Features of the New Public Offering System. FINRA will introduce features that are designed to improve the overall filing experience.  Among the new features is the Deal Filing Cabinet, a dashboard-like display that lists all of a firm’s filings with key information about the deal, the status of the review and the assigned FINRA staff. Other features include:

• The ability of each firm to search all its filings using a keyword search function, filter and sort results based on specific criteria, review all correspondence related to a specific filing and quickly identify outstanding regulatory issues the firm must address.
• A new, more intuitive and user friendly function that displays new questions based on answers provided.  Users can also print a list of "errors" that must be addressed before submitting the filing, and they also can view FINRA’s Corporate Financing Rules.
• An improved filing process for offerings registered with the SEC pursuant to Rule 415 under the Securities Act of 1933 (shelf offerings) and shelf takedown offerings (takedowns).  The filing process for shelf offering filings in the system will expand the current "same day clearance" (SDC) process in COBRADesk to all shelf offerings except those for which a firm voluntarily elects to have the takedown filing reviewed by CorpFin.

COBRADesk Retirement. There will be an orderly transition to the new system.  FINRA will not accept new filings in COBRADesk after 5/31/12.  After 6/20, COBRADesk will no longer be available in any capacity - and firms no longer will have access to any information that had been filed through this system. To address this change, firms should retrieve any data that they may need access to in the future from COBRADesk - no later than 6/20. The Need to Refile Offerings. The CorpFin staff will do what it can to help firms avoid refiling in the new system any offerings that had previously been filed in COBRADesk.  To ensure that refiling will not be required, a firm must file its offering in COBRADesk before 5/31/12 and must have received clearance by CorpFin by 6/20.  That means FINRA will continue to review filings that were made on COBRADesk up until and through 6/20, when COBRADesk is retired. Depending on the nature or complexity or accuracy of a filed offering will factor heavily into the ability of CorpFin to complete its reviews of filed offerings by the 6/20/12 deadline.  Where there may be doubt, firms should try and file in advance of the 5/31/12, deadline, to reduce the the risk that their filed offerings may not be cleared by CorpFin by 6/20.  If that happens, refiling in the new system will be necessary. Additional Guidance Offered by FINRA. FINRA addresses 5 last topics, that C-I members are encouraged to read for themselves, beginning on page 4 of RegNote 12-22.  They include:

• Amendments and updates to filings, including responses to comments issues by FINRA staff;
• Shelf Offerings;
• Assistance to Firms;
• Exemption Available from Timely Filing Requirement;  and,
• Responsibility for Filing.

For further details, go to: [FINRA RegNote 12-22, April 2012].