Free Writing Prospectuses in IPOs


Summary

This practice note covers the use of a free writing prospectus (FWP) in an initial public offering (IPO). One of the major changes introduced by the 2005 Securities Offering Reform was adoption by the U.S. Securities and Exchange Commission (SEC) of the concept of an FWP. Although the introduction of the FWP has not altered the offering landscape for companies conducting IPOs as dramatically as it has for established public companies, it has still changed the process for IPO filers. This note discusses the definition of an FWP, the use of an FWP in an IPO (including in road shows), the impact of FWPs on emerging growth companies (EGCs) and test-the-waters communications, and the filing requirements for FWPs.