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Prospectus

Updated on April 4, 2024
Article byPallabi Banerjee
Edited byPallabi Banerjee
Reviewed byDheeraj Vaidya, CFA, FRM

Prospectus Meaning

A prospectus is a legal document that a company issues to the public giving details of an offer for investment. This document is filed with the Securities and Exchange Commission (SEC). It is usually published when the company offers bonds, stocks, mutual funds, or other investment offers.

Prospectus

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It is a document disclosing essential details about the offering. It contains management details, company performance disclosure, any litigation details, and other information distributed to prospective investors through brokers and underwriters to help them decide whether to invest. The potential buyer can make an informed decision about the financial offer.

Key Takeaways

  • A company prospectus is a legal document that an organization issues to the general public when launching a new financial product like a mutual fund, stocks, or bonds.
  • The organization has to file it with the Securities and Exchange Commission (SEC).
  • It is distributed to the general public through brokers and underwriters and contains all details like company financials, management information, litigation details, and all other particulars about the offering.
  • The prospectus regulation helps investors understand the issue in detail and decide whether to invest in it.

Prospectus In Company Law Explained

A prospectus is a document an entity gives the public before offering any new investment option to raise capital. The offers may be for a bond issue, mutual funds, or stocks, and the company has to file the document with the SEC.

The prospectus for investors state various information related to the company, management, and the offer. There are multiple types of the same, which depends on the company and the type of securities issued. The prospectus guidelines help investors decide about their investment prospects. It also gives information about the company’s growth, opportunities, and financial strength, which is extremely useful for determining whether it can provide a return, dividend, or pay off the debts. In other words, whether the company is financially worth investment.

It also gives the litigation details, if any, and describes various risks at the beginning, which include government and capital regulations and currency risks. Thus, the prospectus for investors is a valuable document that every investor should refer to ensure that the entity does not hide any vital information that might lead to losses for the investor.

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Types

The prospectus of a company may be of various types as follows:

  1. Red Herring Prospectus – The entity has to file it with the registrar before issuing the offer for investment. Generally, this document does not contain details like quantity or the price of the security offered.
  2. Abridged Prospectus – It is a brief description or a summary stating all the materially helpful details about the offer that are filed with the registrar. It is necessary to include all documents used for purchasing the security that the company issues.
  3. Deemed Prospectus – The document becomes deemed if it contains details of the company’s investment offer to the general public.
  4. Shelf Prospectus – A document that any bank, company, or financial institution distributes to the public containing details of more than a single type of investment.

Contents

The document contents are as follows:

  1. The types of investment options offered.
  2. The issue date for the offer.
  3. The maturity date.
  4. It will state the method of interest payment and the denomination of the offer.
  5. It details how the company will utilize the amount raised.
  6. A brief company description.
  7. It shows the company’s financial information and condition.
  8. Its principles, mission, vision, and years in the market.
  9. The management information, experience, and contribution to the business are given.
  10. It gives the name of banks or financial institutions involved in the offering.

Examples

Let us understand the concept with the help of some examples.

Example #1

Global Corporation, a company headquartered in California, The United States, is in the pharmaceutical business. However, it has spread globally and is planning to register with Nasdaq.

Thus, the company files a prospectus with the Securities and Exchange Commission (SEC) with all details. After completion, the organization uses the services of Expert Brokers to distribute the prospectus to prospective investors. The business plans to raise $30 million from the subscription.  

The issue helps raise $35 million at the end of the process, which the company plans to use for further expansion and research for some new categories of drugs.

From the above example, it is clear that the prospectus helps communicate details about the company and the stock offering, which convinces investors that this investment is profitable.

Example #2

HUB Cyber Security, a cybersecurity software developer, declared that it had filed a prospectus with the SEC to complete the merger deal with SPAC by offering HUB’s shares to the shareholders of SPAC, which will also ensure that the HUB’s shares start trading on the Nasdaq.

Example #3

Alight Inc., a cloud-based human resource service provider, announced the secondary public offer of its class A stocks up to 20 million, already held by selling stockholders. For the above purpose, it filed a prospectus with the SEC. The selling stockholders will give the underwriters an option of 30 days to buy up to 3 million additional shares.  

Misstatement In Prospectus

Misstatement in the document occurs when the company includes false information, which misleads investors. Misstatement happens when information like location, address, contact details, financial information, and management details like their designation and role in the business needs to be stated correctly or concealed.

However, a misstatement is the responsibility of various organization members. The liability may be in the form of civil or criminal, and the following people face them:

  1. A director at the time of issue.
  2. Any person named as a director or who agreed to become so and whose name is mentioned in the document will face it.
  3. Any promoter of the company.
  4. Every other person who is authorized to issue the document also has to face it.

In case of misinformation, damage compensation is given to the person who has subscribed to the shares, bonds, or any other security issued based on the incorrect facts mentioned. The investor may also cancel or revoke the contract. However, if the investor tries to sell off the stocks, transfer the shares, receive a dividend, or participate in the company’s voting process, the chance of contract cancellation or claiming damage is lost.

Importance

The importance of prospectus guidelines is as follows:

  1. Invitation for investment – It is a document issued when the organization plans to make investment offers to the public. Thus, it is an invitation to invest.
  2. Company Information – It gives details of the company’s workings, mission, vision, financial condition, management information, etc.
  3. Authentic document – It is a genuine and legal document that investors can rely upon because it should be filed with the SEC.
  4. Identifies investment risks – This document clearly states the risks involved in the offer by giving details related to securities offered and the company’s financial information, its debt in the market, the repayment capacity, etc.
  5. Help make decisions – The prospectus regulation helps investors make informed decisions regarding whether it is worth investing in this company, particularly in the offer that the company makes, based on its financial condition and the purpose for which capital is being raised.
  6. Helps company raise capital – This document is a source of information about the offer made for fundraising. Thus, it helps increase the money intended for company use, like expansion, capital expenditure, existing debt repayment, etc.

Prospectus vs Offering Memorandum

The prospectus is a legal document that an entity issues to the public to give them information about an investment offer. In contrast, an offering memorandum is a document issued as a private placement offer to raise funds through an investment vehicle. However, the difference between them is as follows:

ProspectusOffering Memorandum
It is issued to the general public.It is given to a group of investors as a private placement.
It is in a detailed form as an offer document.It is a business plan format.
It is distributed through brokers and underwriters.An investment banker drafts it and holds an auction to attract buyers.
Investors may be anyone.Investors are usually well-informed, experienced, and qualified.

Frequently Asked Questions (FAQs)

1. What is statement in lieu of a prospectus?

A public company must file a statement in lieu of a prospectus with the Registrar of Companies when it is not planning to issue any securities to the public. This document is just for filing purposes and not to invite general investors to invest in securities.

2. When can registrar refuse registration of a prospectus?

A registrar can only register if it is dated correctly and has the straightforward matter and reports necessary. The registrar may also only accept if it contains statements or notices of experts in formation or management or if it is unclear regarding the expert’s opinion that consents to the issue and have not withdrawn the approval, and if all the company directors have yet to sign.

3. When prospectus is not required to be issued?

The document is not required if the public company does not intend to issue securities to the public for investment. In such a case, a statement in lieu of a prospectus is filed with the registrar. Likewise, the document is not issued if it is a private company because they do not give shares to the public.

This has been a guide to Prospectus & its meaning. We explain its types, examples, misstatements, importance & comparison with the offering memorandum. You can learn more about financing from the following articles –

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Comments

  1. Divya says

    Key notes for statement of lieu of prospectus and content

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