Rule 134 Offering Communication Legends

Summary

These legends may be used to satisfy the legend requirements of Rule 134 of the Securities Act of 1933, as amended (17 C.F.R. § 230.134). Rule 134 provides a safe harbor for certain communications made during and after the "waiting period" of a registered offering. This clause includes practical guidance and drafting notes. Rule 134 carves out from the definition of "prospectus" and "free writing prospectus" written communications and public notices made during and after the waiting period (i.e., the period between filing a registration statement and it being declared effective) that contain no more than the following information: • Factual information about the identity and location of the issuer, including name, address, phone number, email of principal offices and investor contacts, as well as country of organization and geographic areas of business • Title and amount of securities being offered • The general type of business of the issuer • Price or method of determination of the price, or bonafide estimate of price range of the securities being offered • General information about the securities, including interest rate and maturity • Name and address of sender of the communications • Type of underwriting • Names of underwriters and their roles • Anticipated offering schedule and offering procedures • Certain opinions of legal counsel • Statements or legends required by state law • Names of selling securities holders • Exchange, ticker, and CUSIP information • Information to correct previous inaccuracies Because Rule 134 communications fall outside the definition of a prospectus, issuers can circulate such information without triggering a violation of Section 5 of the Securities Act (15 U.S.C. § 77e). Pursuant to Rule 134(b), every communication made in reliance on the rule must contain: • If the registration statement is not effective, the legend required by Rule 134(b)(1) • The name and address for whom a Section 10 (15 U.S.C. § 77j) (statutory) prospectus may be obtained However, Rule 134(c) provides that the information required by Rule 134(b) is optional if the communication: • Does no more than state the URL for where a prospectus may be found, identify the security, the price of the security, and who will execute orders -or- • Is accompanied by a statutory prospectus Further, Rule 134(d) allows the issuer to solicit offers to buy securities as long as the solicitation is accompanied or preceded by a statutory prospectus the communication contains a statement substantially similar to the Rule 134(d) legend. The requirements for providing a statutory prospectus may be satisfied by providing an active hyperlink to the prospectus in an electronic communication. See Rule 134(f). Note that Rule 134 does not apply to communications made by registered investment companies (other than registered closed-end investment companies). See Rule 134(g). For more information on Rule 134 and communications made during a registered offering, see Rule 134 Checklist of Permitted Communications, SEC Communications Rules for Issuers in Registered Offerings (Chart), and IPO Process: Permitted Communications. For additional resources on publicity offering communications, see Publicity and Communications Resource Kit.