FWP

USA

free writing prospectus, Also known as FWP.

Except as otherwise specifically provided or the context otherwise requires, a free writing prospectus is any written communication that:

• Constitutes an offer to sell or a solicitation of an offer to buy the securities relating to a registered offering that is used after the registration statement in respect of the offering is filed; and

• Is made by means other than:

o a prospectus satisfying the requirements of Section 10(a) of the Securities Act;

o a written communication used in reliance on Rule 167 and Rule 426 of the Securities Act; or

o written communication that constitutes an offer to sell or solicitation of an offer to buy securities that falls within the exception from the definition of prospectus in clause (a) of Section 2(a)(10) of the Securities Act.

For further information, see Practice Note, Free Writing Prospectuses (www.practicallaw.com/4-381-9680).