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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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legallybrunettelily
15:18
conneticut is really not all that
babycakes
15:18
the big Q in the even bigger ham
15:19
the xl center is goated
babycakes
15:19
@legallybrunettelily: I’m putting a generational curse on u
15:19
i rode on an elephant there
Mostlylegal
15:19
nice
legallybrunettelily
15:20
no babycakes please i cant take this at this time.... my best friend is from ridgefield so maybe i just aint seen it all
15:20
theres only one way to break the curse now
Mostlylegal
15:20
if conneticut left the union i think no one would be bothered
babycakes
15:20
the little R 😒
Mostlylegal
15:21
this guy is a fucking copycat
babycakes
15:21
if you left the union no one would be bothered mostlylegal
Mostlylegal
15:21
:(
babycakes
15:22
they’re saying you weren’t even really organizing or engaging in collective bargaining or picketing and actually you’re a pretty bad union member
15:22
@Mostlylegal: weird flex but okay
15:23
@babycakes: conn state is one of the major players in american affairs amigo
15:23
Like the ultra rich old ass families
Mostlylegal
15:23
dude those are literally just scabs trying to take over and get rid of thee most adamant and valuable member of the collective, I think we should setup a union within our union to protect our unionees from manipulative union structure, thoughts?
15:24
the union here is not the us? lol
legallybrunettelily
15:25
i wish loyola chicago was real omg
15:25
Sounds like you suggested to make cliques for internal division so you can benefit at the cost of the many
15:26
@legallybrunettelily: i think i heard brazilian pornstars say that before
15:27
lily is that your name
legallybrunettelily
15:28
yes
Denny
15:28
this shit too easy\
Denny
15:28
lily go to uconn hartford
Denny
15:28
uconn law
babycakes
15:28
uconn new haven is colloquially known as yale
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