Red herring

Red herring

A preliminary prospectus providing information required by the SEC. It excludes the offering price and the coupon of the new issue.

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red herring

A prospectus that is given to potential investors in a new security issue before the selling price has been set and before the issuer's registration statement has been approved for accuracy and completeness by the SEC. This document, which provides details of the issue and facts concerning the issuer, is so named because of a statement on it, printed in red, that the issue has not yet been approved by the SEC. Also called preliminary prospectus.

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Red herring. When a security is offered to the public for the first time, the underwriter prepares a preliminary prospectus, called a red herring.

While the name may refer to the parts of the document printed in red ink, the implication is that the document has been written to present the company in the best possible light. The reference is to the rather distinctive odor of the fish in question, which, the story goes, fleeing fugitives sometimes used to throw bloodhounds off their scent.

Although the preliminary prospectus contains important information about the company, its offerings, financial projections, and investment risk, it is customarily revised before the final version is issued.