A Greensheet (or Green Sheet) is a summary of the key attributes of the issuer of an offered security used by the sales force when they solicit expressions of interest from prospective institutional investors and brokers. It is an internal marketing document and cannot be shared outside of the bank.
It is customary for a lead manager to prepare a greensheet in connection with a public offering. Greensheets are provided to the bank’s internal sales force once a preliminary prospectus has been filed and are used by the sales force when they solicit expressions of interest from prospective institutional investors and brokers.
Greensheets include a summary of the key attributes of the issuer and the offered securities. They are intended for internal use only and, because they constitute a communication during the period of distribution, should not be provided or made available to prospective investors. All material information contained in the greensheet (excluding the list of “comparables” and any summary of current research ratings concerning the issuer) must be derived from the contents of the preliminary prospectus and other publicly available sources.
When preparing a greensheet, the following guidelines will help ensure that a high-quality document is produced:
The document must make a balanced presentation of the prospectus contents and the information contained in the greensheet must generally track the prospectus.
The document may summarize the information in the preliminary prospectus, but care should be taken not to use different language that would change the meaning from the language used in the prospectus.
In addition to the bold statement on the document stating that it is for internal use only or broker use only, all greensheets must have the legend “For Internal Use Only” diagonally shadow written across each page.
All greensheets must contain appropriate legends, as approved by Legal. In cases where the bank is acting as lead or co-lead manager, investment bankers should ask the underwriters’ counsel.
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