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Simple English definitions for legal terms

free writing prospectus

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A quick definition of free writing prospectus:

A free writing prospectus is a type of written communication that a company can use to share information about the securities they are offering to the public during the waiting period of an initial public offering (IPO). This communication is different from the registration statement and can include additional information that is not in the registration statement. The company must follow certain rules to make sure the communication is acceptable and does not conflict with the registration statement. Companies may use a free writing prospectus if they need to make changes to their IPO after the roadshow has started. Well-known seasoned issuers (WKSIs) can also use free writing prospectuses during the pre-filing period.

A more thorough explanation:

A free writing prospectus (FWP) is a document that a company releases during the waiting period of an initial public offering (IPO) to provide additional information about the securities being offered. This document is different from the registration statement and can include information that is not included in the registration statement.

According to Rule 405 of the Securities Act, a free writing prospectus is any written offer to sell securities made by means other than a final prospectus, a preliminary prospectus, a written communication made in reliance of Rule 167 or Rule 426, or any written communication delivered together with the final prospectus.

For example, if a company is planning to go public and wants to provide additional information about the securities being offered, they can release a free writing prospectus. This document can include information about the company's financials, management team, and other details that are not included in the registration statement.

However, issuers must comply with Section 10 of the Securities Act when making written offers during the waiting period. Rule 164 states that a free writing prospectus that satisfies the requirements of Rule 433 will be considered a prospectus under Section 10, and therefore an acceptable written offer. To satisfy Rule 433, the free writing prospectus must contain information that is not included in the registration statement but does not conflict with the registration statement.

Issuers often use a free writing prospectus when they make changes to their IPO, but their roadshow already began. Additionally, Rule 163 allows well-known seasoned issuers (WKSIs) to make free writing prospectuses during the pre-filing period.

free trade | freedom of contract

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RoaldDahl
16:05
dodged the mich r wave what does this mean
HopefullyInLawSchool
16:06
it means you will not be rejected today and may be accepted or WL in the future
Just got my Michigan rejection
BookwormBroker
16:10
same
RoaldDahl
16:10
@HopefullyInLawSchool: what if i already got rejected. does it mean anything
HopefullyInLawSchool
16:12
@RoaldDahl: Likely not however it could mean nothing
RoaldDahl
16:15
So if it means nothing does that mean something?
HopefullyInLawSchool
16:17
Possibly
RoaldDahl
16:26
Cool
RoaldDahl
16:26
thank you!!!! i hope it means something
pinkandblue
16:31
fart
IrishDinosaur
16:36
Mich R gang lesgooo
Did anyone else get that random get to know nova email?
HopefullyInLawSchool
17:21
Ya it was sent to all YM applicants
starfishies
17:37
Anyone get the NDLS email inviting you to apply for something even though they haven’t made a decision on your app yet
17:38
Better yet I got the email and I was rejected last month
starfishies
17:38
Wtf
starfishies
17:39
and the deadline is in like a week what is this
any cardozo movement?
BatmanBeyond
18:01
Sent a LOCI via portal, but I'm wondering if email would have gotten me a swifter response
BatmanBeyond
18:02
This whole hold/wait-list/reserve system is a headache
loci already?
BatmanBeyond
18:09
If the odds are like 1-2% I don't think it matters much by the numbers
12:11
I got the same NDLS email
OrangeThing
12:18
I think the user profiles are broken
19:29
Any word out of Notre Dame?
19:29
Only the invitation to apply for LSE
19:29
Anyone received a decision from NDLS?
19:50
when did u guys apply that just heard from umich? they havent even glanced at my app yet
0:30
how am i supposed to spy on people when profile links are broken?
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