Free Writing Prospectus

In 2005, as part of Securities Offering Reform, the SEC introduced the ability for issuers and underwriters to use free writing prospectuses in certain circumstances. A free writing prospectus (FWP) is a written communication that constitutes an offer to sell or a solicitation of an offer to buy securities relating to a registered offering used after a registration statement has been filed. It can include marketing material, educational material, transcripts from interviews, articles, and other communications. Securities Act Rule 164 and 433 govern the use of free writing prospectuses.