The announcement also says that Big Bucks will act as lead underwriter. This is not an offer to sell, and thus is permitted under 5. This is an of f er to sell, but is not a violation of 5 because it qualifies as a free writing. This is an offer to sell, but is not a violation of 5 because it qualifies as a tombstone ad. None of the above statements is true.
Arbitrage is an underwriter for the offering.
Arbitrage amends its regular monthly newsletter, in which it describes available securities, to recommend Clever Co. stock, in a manner no more prominent than other recommendations. Clever Co. has never before been mentioned in the Arbitrage newsletter. This is not an of f er to sell, and thus is permitted under 5. This is an offer to sell, but it is permitted under 5 because this is in the waiting period. This is an offer to sell, but can not be a violation of 5 because participating brokers are allowed to include recommendations in regular monthly newsletters so long as they are no more prominent than recommendations for other securities.