Road Show Toolkit | Practical Law

Road Show Toolkit | Practical Law

Resources to assist counsel in reviewing road shows and assessing the relevant considerations.

Road Show Toolkit

Practical Law Toolkit w-016-2631 (Approx. 5 pages)

Road Show Toolkit

by Practical Law Corporate & Securities
MaintainedUSA (National/Federal)
Resources to assist counsel in reviewing road shows and assessing the relevant considerations.
Road shows are presentations by an issuer's senior management (often accompanied by representatives of the lead underwriters or initial purchasers) to market an upcoming securities offering to prospective investors. The investor participants typically include representatives of large institutional investors, money managers, and brokerage firms. Road shows are part of the marketing process for offerings of various types of securities, but not all securities offerings involve road show presentations.
This Toolkit includes selected resources that provide guidance on the review of road shows and the analysis of related considerations, and it is intended both for issuer's and underwriters'/initial purchasers' counsel. It is relevant to several types of offerings, including initial public offerings (IPOs) and debut offerings of debt securities under Rule 144A by issuers that are not SEC registrants. The resources cover topics including:
  • Guidance on reviewing a road show presentation, including recorded electronic road shows.
  • How to analyze various aspects of the content in road shows, including materiality and related Regulation FD concerns.
  • The requirement to publicly file a registration statement and any amendments at least 15 days before a road show.
  • How road shows are addressed in an underwriting agreement.
  • How to address third party sources and how they might be used in a road show.
  • Background materials to help counsel understand requirements and practices related to road shows, including filing requirements and potential liability.
It is not uncommon for companies to conduct "non-deal" road shows, which are meetings or presentations with investors when no specific offering is planned or before a planned offering has been announced. This Toolkit does not contain resources specifically addressing non-deal road shows.