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ARTICLE · 13 JUNE 2019

Refresher: Using Free Writing Prospectuses For Structured Notes Offerings

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With the SEC's Securities Offering Reforms in December 2005 came a new tool for offering securities: the free writing prospectus.

United StatesCorporate/Commercial Law
Bradley Berman
Bradley Berman
Martín Estrada
Martín Estrada
Gonzalo Go
Gonzalo Go
Marla Matusic
Marla Matusic
Milena Muradian
Milena Muradian
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Anna T. Pinedo
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With the SEC's Securities Offering Reforms in December 2005 came a new tool for offering securities: the free writing prospectus. No longer would an issuer be required to satisfy all of the form requirements of Regulation C under the Securities Act of 1933 (the "Securities Act"), as required when using a prospectus supplement or preliminary pricing supplement. The free writing prospectus ("FWP") was designed to allow more flexibility for issuers and underwriters.

When first introduced, it was generally accepted that the point of the FWP was to address the need for disclosures that didn't neatly fit into, or require, a full prospectus meeting all of the SEC's form requirements. Prior to December 2005, these types of disclosures were known as "free writings," and permissible uses were extremely limited.

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