Marketing the IPO – What are road shows and what materials are permitted in a road show? (61)

offering. Similarly, testing-the-waters communications by or on behalf of EGCs will not be treated as an illegal conditioning of the market.
Can an issuer make offers during the SEC review
process?
Yes. During the SEC review process, an issuer can make offers to the public through distribution of a preliminary prospectus, free writing prospectuses and live oral presentations. Thus, an EGC cannot make offers to the public until it files the registration statement publicly. Generally, a preliminary prospectus, while available on the EDGAR system, will not be distributed to investors until after the initial filing has been revised to address any significant issues raised in the SEC’s comments.
What are road shows and what materials are permitted
in a road show?
“Road shows” or “dog and pony shows” are presentations where the company’s representatives
(usually the CEO, CFO and possibly an investor relations professional) and the underwriters meet with potential significant investors to market the offering. For an IPO, the road show will begin after the preliminary prospectus has been printed and distributed. Depending on the size of the offering and the company’s business, the road show may include meetings in cities outside the United States. The road show typically takes two to three weeks. The offering will be priced following the completion of the road show and the effective date of the registration statement.

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