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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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Dkk
19:42
SEO is big money
2016 pushed the conservative party into populism irreversibly
Dkk
19:43
Maybe, but if this is populism, then every election is populist.
19:43
@Dkk: yeah register 1 website and every swinging tom dick and harry calls/emails/texts to 'help with seo'. like bruh, if YOU found it, what i am doing is working
Dkk
19:43
Indeed!
19:48
wasp, i think people are hopeful for a gov who at least attempts to care about the common man
MIAMI A
[] AromaticTroubledDormouse
20:55
How does one know if they are UR1 or UR2?
[] AromaticTroubledDormouse
20:56
CONGRATS MACAQUE!
TY
got a random stanford email and almost had a heart attack
ALSO CONGRATS!
Congrats1!
21:15
Miami A, yall I'm so excited I could cry.
21:15
Feel like I can finally stop holding my breath!! Whew!!!
[] baddestbunny
22:16
every time I get accosted by a strange man who follows me around because my male coworkers were too busy talking to walk me back to my car I get closer to saying we need to bring back traditional gender roles
Dkk
22:32
Nice! @Macaque
Dkk
22:32
@Aromatic, Have to guess.
Dkk
22:33
That sucks @Bunny do you have to go to the hospital?
[] baddestbunny
22:40
I said accosted not assaulted
23:35
guys. my notre dame address just went long is this good or bad
1a2b3c4d26z
23:37
Oooooo me too
23:37
omg is this good or bad
Dkk
23:47
Idk if gender roles are gunna fix that then.
23:49
it looks like most people who applied in october last cycle didn't get a decision until january... does it even mean anything that our addresses went long??
hows ED 2 compared to ED 1?
Dkk
0:10
No idea
windyMagician
0:34
reporting live to say my ndls address also went long
does it mean anything ^
Dkk
2:21
NDLS and Fordham took a very long time last year. It's good info for people to know.
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