Free Writing Prospectus Checklist

Summary

The charts below summarize the rules governing the use and filing of free writing prospectuses (FWPs). An FWP is a useful tool for conveying late-breaking information -- whether pricing or other information about the offering or news regarding issuer developments -- to investors in a registered public offering of securities. Rules 164 (17 C.F.R. § 230.164) and 433 (17 C.F.R. § 230.433) promulgated under the Securities Act of 1933, as amended (Securities Act), are the primary rules governing FWPs. These rules provide that in general an FWP used for an offering as to which a registration statement has been filed, and which satisfies certain conditions, will constitute a "Section 10(b) prospectus" and therefore will not violate the compliant-prospectus requirements of Section 5(b)(1) of the Securities Act. The charts below highlight some of the key provisions of these rules. All "Rule" references are to rules promulgated under the Securities Act. For a discussion regarding FWPs when ...