Exercise
Next to each statement about free writing prospectuses, indicate each category of issuer to which the statement applies. Most items will have multiple correct answers.
(W)ell-known seasoned issuer (S)easoned issuer (U)nseasoned reporting issuer (N)on-reporting issuer |
1. _____ Can use FWPs before filing a registration statement. 2. _____ Can use FWPs only after filing a registration statement. 3. _____ FWPs must be accompanied or preceded by a preliminary prospectus. 4. _____ FWPs do not need to be accompanied or preceded by a preliminary prospectus. 5. _____ Electronic FWPs must contain a link to the preliminary prospectus. 6. _____ Electronic FWPs do not need to contain a link to the preliminary prospectus. |
Answers: 1.W; 2.S,U,N; 3.U,N; 4.W,S; 5.U,N; 6.W,S
SUMMARY TABLE Free Writing Prospectuses |
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What is a Free Writing Prospectus? |
• Written communication that: » Constitutes an offer to sell or solicitation to buy » Is used after a registration statement is filed (for issuers other than WKSIs) |
Types of Communications |
• Written or printed materials • Radio or television broadcasts • Graphic communication (e.g., electronic media) • Media stories (published or broadcast) if publisher or broadcaster is “in the business of” publishing or broadcasting and has not received compensation from issuer or offering participant • Written or electronic road show presentations • A live road show presentation to a live audience is not a free writing prospectus |
Content Requirements |