Free Writing Prospectus

What this video covers

• What qualifies as a free writing prospectus (FWP): post-filing written offers that are not statutory prospectuses or tombstones, including term sheets, recorded road shows, and sales memos
• The critical distinction between a live in-person roadshow (not an FWP) and a recorded electronic roadshow (treated as an FWP unless made freely available without restriction)
• The three-part prescribed EDGAR legend requirement (issuer name, registration-statement pointer, underwriter contact) and why its absence makes the FWP defective
• The filing trigger: "date of first use" means first use, not first publication, and the narrow cure for immaterial, unintentional mechanical failures made in good faith
• The three-year retention period measured from the initial bona fide offering, not deal completion, and the SEC/FINRA examination access requirement
• Tiered issuer eligibility: well-known seasoned issuers (WKSIs) and seasoned issuers may use FWPs post-filing; unseasoned and non-reporting issuers only after a priced preliminary prospectus and with the statutory prospectus
• Why ineligible issuers (bankrupt, shell companies, late filers, convicted felons) are broadly denied the FWP framework and cannot substitute an FWP for a preliminary prospectus