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Free Writing Prospectus
Practical Law Glossary Item 8-382-3500 (Approx. 3 pages)
Glossary
Free Writing Prospectus
Also known as FWP. A free writing prospectus is any written communication that is both:
- An offer to sell or a solicitation of an offer to buy SEC-registered securities that is used after the registration statement for an offering is filed (or, in the case of a WKSI, whether or not a registration statement has been filed).
- Made by means other than:
- a statutory prospectus (a final prospectus, a preliminary prospectus or certain other categories of prospectus that meet the requirements of Section 10(a) (15 U.S.C. § 77j(a)) of the Securities Act);
- a written communication used in reliance on Rule 167 (17 C.F.R. § 230.167) and Rule 426 (17 C.F.R. § 230.426) under the Securities Act (special rules for issuers of asset-backed securities); or
- a communication that is given together with or after delivery of a final prospectus (which therefore falls into the exception from the definition of prospectus in Section 2(a)(10)(a) (15 U.S.C. § 77b(a)(10)(a)) of the Securities Act).
The term free writing prospectus is defined in Rule 405 (17 C.F.R. § 230.405) under the Securities Act.
For more information on FWPs, including the meaning of written communication in this context, see Practice Note, Free Writing Prospectuses and SEC Guidelines for a Written Communication: Chart.