Trends that had begun to surface in prior years were so accentuated in 2016 that they have become impossible to ignore. Over the years, we have urged clients that are eligible to file a shelf registration statement (on Form S-3 or F-3) to do so in order to have maximum flexibility to seize financing opportunities when the markets are receptive to offerings. Nowadays, of course, more issuers are eligible to file a shelf registration statement, and, indeed, most issuers that are eligible to do so take advantage of this ability. This is notable. Perhaps more significant, it is now the case that the majority of follow-on offerings (offerings by companies that are already public) take the form of shelf take-downs, and most shelf take-downs are completed on an accelerated basis without traditional marketing. In certain industry sectors, the vast majority of follow-on offerings are completed as confidentially marketed public offerings. In 2015 and 2016, the over 70% of completed follow-ons were completed as shelf take-downs. Follow-on offering activity declined significantly in 2016. Perhaps this was attributable to lower IPO volumes in the latter half of 2015 or to the volatility experienced in 2016 as a result of Brexit and the U.S. presidential elections (among other factors). In any case, in both 2015 and 2016, the percentage of follow-on offerings that were completed as “block” or “bought” deals increased quite significantly over prior periods. According to various published statistics, approximately 52% of all follow-on offerings in 2016 took the form of bought deals. In a block trade (or “bought” deal), the issuer or a selling stockholder have certainty regarding price and execution; however, the investment banks that bid to participate as the underwriters and buy the block are not able to pre-market the offering. The underwriters bear the price risk. It is too early to make predictions as to whether bought deals will continue to dominate the follow-on activity in 2017; however, it is an important “tool” with which companies, private equity sponsors and venture capital sponsors should be familiar.