Free Writing Prospectus for an Upsized or Downsized IPO

Summary

This free writing prospectus (FWP) template can be used by an issuer in an initial public offering (IPO) when the offering is upsized (i.e., the offering price range or number of shares being offered is increased) or downsized (i.e., the offering price range or number of shares being offered is decreased) following completion of the issuer's road show. This template includes practical guidance, drafting notes, and optional clauses. The updated offering size will typically be included in a further amendment to the registration statement filed before the registration statement is declared effective by the U.S. Securities and Exchange Commission (SEC). A FWP is used to advise prospective investors of the changes to the offering size and is considered to be less burdensome than recirculating the amended preliminary prospectus. For more information about using FWPs in IPOs, see Free Writing Prospectuses in IPOs. For information about FWPs generally, see Free Writing Prospectus Flowchart and ...