Communications Not Deemed a Prospectus (Rule 134)
Rule 134 exempts certain communications about the issuer and/or the offering from the definitions of “prospectus” or “free writing prospectus,” provided a registration statement has been filed. The announcement, communication, or advertisement may include any of the following information, in any order:
- • General factual information about the issuer and a brief description of the issuer’s business
- • The title, amount, and designation of the securities being offered
- • The price (or estimated price range) of the security
- • For fixed-income securities, the final maturity, interest rate, and the yield
- • A brief description of the intended use of the proceeds (if disclosed in the prospectus)
- • For communications from a distribution participant, the identity of and contact information for the sender of the communication and the fact that it is participating or intends to participate in the distribution of the security
- • The names and roles of underwriters and the type of underwriting
- • The anticipated schedule for the offering and a description of marketing events
- • A description of how the offering will be conducted and what procedures will be used for transactions
- • The name of the exchange where the securities will be listed and the actual or expected ticker symbol
- • Any statement required by law and any inf