If an issuer uses a free writing prospectus at a time when EDGAR does not accept filings, when can the issuer file the free writing prospectus and still be in compliance with Rule 433?
The issuer should file the free writing prospectus on EDGAR within the time frame provided in the Rule, even if the filing is not “accepted” by EDGAR until a later time. For example, if an issuer first uses a free writing prospectus at 10:00 p.m. on a Monday night, the issuer is required to file the free writing prospectus no later than that Monday, as Rule 433(d)(1) requires the filing to be made “no later than the date of first use.” The issuer in this example would, therefore, be required to file the free writing prospectus on EDGAR no later than that Monday. Even if the issuer filed on that Monday after the closing of the EDGAR system for the acceptance of filings for that day, this filing would satisfy the timely filing condition of Rule 433(d)(1).
Related Questions
- If an issuer uses a free writing prospectus at a time when EDGAR does not accept filings, when can the issuer file the free writing prospectus and still be in compliance with Rule 433?
- If an issuer free writing prospectus contains both descriptions of certain terms of the securities and other information, when must the issuer file the free writing prospectus?
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