Time of Sale

As part of Securities Offering Reform in 2005, Securities Act Rule 159 became effective, which provides that information that is conveyed to a purchaser after the time of sale will not be taken into account for purposes of making liability assessments under Section 12(a)(2) of the Securities Act. Although the “time of sale” is not defined, it is generally understood to be the time of the contract of sale or the time at which the underwriters confirm investors’ commitments to purchase the offered securities. As a result of Rule 159, and the concept of “time of sale,” we focus on the information that is available to investors, referred to as the “disclosure package,” at this time.