Structured Notes and Issuer Quiet Periods Background -

Most issuers establish a “quiet period” (also called a “blackout” period) prior to the release of potentially sensitive information and material non-public information, such as quarterly earnings announcements. During this period, they will refrain from offering securities, particularly in registered offerings or to retail investors.

An issuer may impose a blackout period if it is aware of other information that, once announced, may have a significant effect on its stock price or credit spreads. These events could include an acquisition, a disposition, or the entry of an order or judgment by a court or a regulator, etc. During the blackout period, the issuer may be deemed to be in possession of material nonpublic information about the recently completed quarter, for example, that might affect an investor’s decision regarding an investment in the issuer’s securities.