2012 Flashcards
0
Q
Gun jumping is a violation if the co discusses a new issue
A
after deciding to proceed with an IPO but prior to registration of its shares
1
Q
If 3 sh holders ea owning 3% of the voting sh of a co agree to vote their Sh together
A
They need to file a 13d
2
Q
An open-end fund (mutual fund) must be registered with the
A
SEC
3
Q
If an issuer sells sh on a delayed or continuous basis at various times and prices, it’s a
A
shelf registration
4
Q
an increase in the producer price index would have an___ impact on the stock price of a manufacturing company
A
adverse
5
Q
a fairness opinion is most likely to be used when
A
a target co’s board is recommending that shholders vote to accept a transaction
6
Q
a fairness opinion is typically ___ by the sellside adviser and ____ by the target company’s BOD
A
prepared; reviewed; buyside adviser will not have a chance to review the FO
7
Q
In order to stabilize, underwriter must make
A
Disclosure of it’s intention to do so in the prospectus
8
Q
— can trade under rule 144a, these cannot
A
Corporate bonds ; open end, unit inv trusts and etfs can’t
9
Q
Transaction comps would generally – be used when pricing an ipo
A
Not
10
Q
An indiv who is ce inactive could still work in a clerical role
A
But not be paid commission or perform duties of a registered person
11
Q
Fee that a broker dealer is receiving for advisory work can be found in
A
The engagement letter
12
Q
When sell side adviser is doing due Dilig in all cash trans, it’s concerned with —
A
It’s concerned only w buyers ability to pay
13
Q
Pik interest incr/ decr int exp
A
Incr
14
Q
Most common benchmark for fixed inc sec is
A
Us treasuries
15
Q
If a firm can’t record ims btwn employees and clients
A
Ims are not permitted
16
Q
Reg a offerings are not aggregated w other offerings made more than
A
6 mths after completion of the transaction
17
Q
Married couple w 300k in net income or 1 m net worth is
A
Accredited investor
18
Q
Trader using quantitative inv strategy would look at
A
Numerical data, such as a 10 day moving avg
19
Q
An asset purchase agreement would not include
A
Debt covenants
20
Q
In order for a rep to borrow money from a customer
A
Member firm must make written procedures in place and customer must be a bank fam member or hve outside relationship w the rep
21
Q
Written disclosure of a conflict of interest must be made
A
No later than completion of transaction
22
Q
A 10q doesn’t include
A
List of Sh holders
23
Q
Total takedown might also be referred to as
A
Underwriting concession or underwritten allowance
24
Reg s sec can be sold immediately on
Sec designated offshore sec change
25
Creditor committee in a bankruptcy
Does not perfect liens for secured creditors
27
In a forward triangular merger where----- as long as at least --- of the consideration is stock, --- is taxable to ---
target become part of a sub,; 50%; Only cash is taxable to target Sh holders
27
Proxy statement must be provided to Sh holders
At Least 20 days prior to annual mtg
28
In a reverse triangular merger where ----, as long as at least -- of consideration is stock ; --- is taxable to --
sub becomes part of target; 80%; cash is taxable to target Sh holders
29
Following an ipo, security can trade away from it's primary xchange
Only after share traded on that xchange. Ex nasdaq can trade on 3rd mkt after being traded on Nasdaq
30
Possibility of stabilization bid
Must be disclosed in the prospectus
31
If 2 co have a similar p/e but one co has higher ev/ebjtda
A diff in taxes might acct for the diff
32
A list of co largest sh holders
Can be found in a proxy st
33
Pre ipo Sh will have a
Legend attached confirming they aren't registered
34
Of a registered rep participates in a sec trans. Outside te jurisdiction of their firm but doesn't receive compensation
Written notice is still required but permission isn't to the firm
35
In an all cash trans, what's not req in proxy
Proxy st isn't required to incl pro forma financials
36
If corp insiders but stock
Price of stock will generally rise
37
When issuer files an amendment to the Registration St
It'll delay effective date of an offering as the 20 day cooling off period will start
38
Any transaction involving a transfer of funds from a country w whom us doesn't do biz or had embargoes
Must be blocked and reported to ofac in 10 days
39
A cross default clause in a bond debenture will trigger
Default on a specific. Tranche of debt if issuer defaults on any of its default obligation
40
In a distribution of sec related to M&A, reg m restricted period begins
The day proxy materials are distributed to Sh holders
41
In a bankruptcy proceeding, administrative claims are paid
Before any recently unpaid wages
42
Distribution of s corp that reduces an investors basis js considered non taxable return of capital
If it doesn't reduce the basis, it's taxable as ordinary income
43
In a registration st for wks I and seasoned issuers Fin st become outdated if
They're more than 130 days old at time of filing
44
In a Regis st for unseasoned non reporting ineligible users fin st are outdated if they're
More than 135 days old
45
Trustee isn't always appointed to manage a firm in bankruptcy
In ch 11 debtor will continue to operate the biz and prepare reorg plan like debtor in procession
46
Any mnpi learned during due Dilig
Should be reported to firm's compliance
47
Min price to book ratio is
Not a listing criteria for Nasdaq
48
Lock up period is designed to prevent
Immediate flipping of new issue and to force co mgmt to continue holding shares
49
When an issuer requests to accelerate the effective date of an sec filing
Sec will review. Info to insure issuer submitted all req data
50
In a 2 step merger---? What's first and second step?
Tgt Sh holders don't get to vote
1- sell Sh in tender
2 squeeze out remaining Sh holders w a short form merger agreement
51
Piggyback Regis rights allow investors to
Sell previously unregistered sh at the issuers exp when issuer registers public offering
52
Co delisted for NYSE or Nasdaq can be quoted on
Pink sheets or otcbb
53
Co files 10q are the first 3 fiscal qtr and
10k at end of fiscal 4 qtr
54
Issuer updates fin st in prelim prospectus/ red herring
Must be refilled w sec
55
In M&A cash transaction acquirer Sh holder approval
Is not required
56
Reg s-k req an issuer to disclose the name of ea director who
Attendee less than 75% of board mtfs during prev yr
57
Sec filing issuer not permitted to file s-3 may still publish
Free writing prospectus after Regis st has been filed
58
A broker dealer underwriting a new issue for a co whose larger Sh holder owns a signif percentage of co stock
Would be most concerne w block trade that would flood mkt and possibly reduce demand for new issue
59
In a tender offer where Sh holders offer more than number of Sh being purchased
Tendered Sh are accepted on pro rats basis from only those Sh holders who offered their Sh
60
Prelim proxy st req for any Sh holder votes involving
Proposed merger. Prelim not req for Sh holders votes for election of directors or accts
61
Rule 144a allows issuers to sell sec to
Qib within us
62
Reg s allows us issuers to sell sec to
Non is residents
63
If new issue is significantly oversubscribed
Lead manager may incr number of shares offered and may incr the offering price
64
If new issue isn't expected to close on settlement date
Lead manager must notify finra no later than expected closing date
65
Definitive proxy st must be filed w the sec at the --- time it's sent to Sh holders
Same
67
A p/ e ratio is not an effective valuation metric for a co w
Recent operating loss and signif earnings volatility
68
In a subchapter S corp, a husband and wife are counted
as a single shareholder for purposes of calculating the total number of shareholders
69
in subchapter S corp, gains and losses are allcoated to investors by
ownership percentage
70
a covenant requiring the issuer to notify security holders of a pending IPO and giving hose security holders the opp to sell the securities as the issuer's expense is
piggybck registration rights
71
a firm is prohibited from disclosing to a client when a
suspicious activity report is filed with regard to client's activities
72
---- not be underlying asset in an asset backed security
corporate equipment
73
if an UW oversells a new issue and the stock is trading BELOW the public offering price in the secondary mkt
The UW would purchase the shares in the open mkt to close the oversold position
74
if an UW oversells a new issue and the stock is trading ABOVE the public offering price in the secondary mkt
The UW would exercise the green shoe for up to 15% of orig deal to close oversold position
75
Debt to capitalization =
(LT debt + ST debt) / (LTD + STD + Sh Eq)
76
When a co repurchses stock, acquisition cost is
subtracted from SE
77
It would be more beneficial for a co to file for bankruptcy than
negotiate w creditors if it expects to pay a large legal settlement or has poor operational issues
78
A foreign co selling securities in the US to accredited investors would/wouldn't be req to file a registration statement
would NOT
79
private placement req the --- amount of due diligence by the underwriter as a registered offering
same
80
in a private placement investors should expect to receive substantially similar info as
in a registered offering
81
If a registered rep is doing an oustanding securities transaction and is receiving non-cash compensation (orderflow, commission)
approval will be required from the firm
82
Canadian co do not issue ADRs to trade in the US
they issue C/S. Only Canada can issue sh directly, everyone else use american depository receipts
83
If a co using FIFO acctg for COGS purchases a co using LIFO acctg, pro-forma adjustments to acquirer will require --- in COGS and -- in tax provisions
increase, decrease
84
Aftr reporting risk factors on a 10K, co is required to report any material changes to those risk factors
in the next 10Q
85
IRS Rule 338(h)10 allow purchaser to treat equity acquisition as --- and benefit from ---
an asset sale for tax purpose, and subsequently benefit from a stepped up basis (bc seller realize taxable gain so must compensate purchaser)
86
if an acquirer pays a golden parachute to an exec of target co in excess of 3x the indiv's avg compesnation for the last 5 yrs, the amount of excess is
NOT tax deductible, also recipient will be rquired to pay a 20% excise tax
-Rule is >3x and for last 5 yrs
87
If a new entrant enters an established industry and co's competitors have no discernable loss of rev or mkt share, likely that the co
found a new niche mkt to target w its product
88
When a B/D prepares a fairness opinion for the acquirer's BOD
sell-side adviser and Tgt BOD will not preview the opinion
89
Quote of 27.10-27.20 means
bid price is 27.10 and offer price is 27.20, bid always before offer
90
preliminary prospectus considered neither a
an offer nor solicitation for securities
91
profits from an investment in subchapter S corp are
never eligible for capital gains tax rate. S corp - no dbl txation
92
Profits from an investment in a subchapter C corp are
eligible for capital gains tax rates if held for more than 1 yr. C-corp get dbl taxation
93
increase in capacity utilization index would indicate
economic recovery in manufacturing sector
94
When pricing an IPO, lead manager would not consider the shares allocated to ea syndicate member
but would consider the number of IOIs indicAtion if interest accepted, oversubcription of recent deals and pricing of recent deals
95
if a client is participating in a broad auction and wants to make their bid more attractive without overpaying
co could offer shorter time to close
96
if a rep is terminated from a firm, rep has
2 yrs to re-associate w another member firm before being required to retake an exam
97
securities issued under Reg S can trade
immediately on an offshore securities exchange
98
an issuer would want its registration to be made effective on
the day that it prices its offering
99
Which includes audited financial statements
10K's not 10Qs
100
NYSE and Nasdaq co are required to have ---- on their audit committees
financial expert
101
company execs could be investors in a
Reg D Private placement
102
to expand the universe of comparables for a niche manufacturer
banker might look at 1. a supplier that distributes manufacturing products in the same line of biz and 2. a co manufacturing in a niche mkt 3. Manufacturer of a different product
NOT the same one as the subject co or a marketing company for the exact same niche product?
103
unsecured creditors committee doesn't
perfect liens on assets
104
direct manufacturing costs are example of
variable cost
105
registered rep will disclose 10 yrs of employment history on ---
U4, tho firm will only very most recent 3 yrs
106
any securities related crime is grounds for a
statutory disqualified, even a MISDEMEANOR; convicted for felony
107
when a bond is called away, investor receives
par value, call premium, and final semi-annual coupon pymt
108
S4 registration signed by
CEO, CFO, Principal accounting officer (controller), majority of BOD
109
duration measures
bond's price sensitivity to changing IR
110
suitability req for institutions are diff than for indiv
but do exist
(side note: suitability for indiv - look at fin profile, risk adverse; suit for inst - ability to indep evaluate the investment risk, actually exercising that ability (vs relying on you to tell them risk)
111
in a proxy statement, any sh holder
can submit a proposal, which co will either recommend to accept/not
112
in a best efforts underwriting, escrow account is
maintained by Qualif Financial institution (bank) NOT attorney. escrow - if get bids and needs to hold onto, can leave in drawer or send back so keep in escrow bank. only best efforts UW needed, firm commitment or stand by don't
113
when a co repurchases sh for a price in excess of par, may appear on
B/S as reduction to capital surplus
114
fairness opinion must disclose compensation will be paid to firm to the firm writing opinion only if
compensation is contingent on successful completion of transaction
115
Nasdaq listing req incl min threshold for bid price, # mkt makers, earnings, rev, CF, mkt cap, # shholders. NO---
min price/book value req
116
due dilig defense can be used by
underwriter, attorney, employee of issuer or accountant who consented to be named in registration st - participant did reasonable investigation and found nothing misleading. NOT ISSUER
117
When CEO certiifes 10K, means
the filing contains all material repsects, the fin condition of issuer
118
if a registered rep engages in outisde biz acitivity that's not securities related (managing property)
notification is required to B/D
119
in a bankruptcy, subordinated debenture holders are paid ---secured bond holders, ---warrants
after , before
120
voluntary bankruptcy,
co will file w the court
121
involuntary bankruptcy
creditors that are owed money by the debtor or co will file
122
in an IPO roadshow,
snr mgmt of issuer will attend/make presentations
123
IPO roadshow typically organized primarily by
syndicate manager
124
company's EBITDA margin will always be --- than EBIT margin
larger, if not it's a data entry error
125
By signing a co's 10K,
snr mgmt certify reports are not misleading based ontheir knoweldge and don't omit material info
126
prospectus will not typically incl
financial projections
127
family member of employee of ISSUER can/can't purchase IPO, but fam member of --- can't
can, but family emmber of an employee of a FINRA member cannot
128
If indiv is deemed CE inactive, he/she is required to
complete continuing education within 2 yrs to avoid having to retake the exam
129
NOLs may be carried back -- carried forward -- to --- taxable inc
2, 20; to lower taxable inc
130
FINRA could -----, but can't
sanction, cencure, fine a registration; can't imprison
131
when IR are rising, investor would be most concerned with
interest rate risk
132
to satisfy an oversold new issue, UW has 2 choices. Stock above offer price, do ---. Stock below offer price, do---
use green shoe; purchase sh in open mkt
133
when registered rep opens an account at anothe rbroker dealer
employee must be notified prior to the initial transaction in acct
134
any announcement of the signing of a definitive agreement is considered
a prospectus, and must be filed w the SEC no later than the 1st day of use
135
Before a new issue has begun trading, a B/D can
accept limit (priced) orders for the stock, but can't accept mkt orders for the stock
136
When determining fairness of compensation being paid to UW, the Corp Fin Depmt of FINRA will examine
all compensation paid to the issuer to the UW beginning 6 mths prior to filing date of registration st
137
a tail fee arrangement requires
issuer to pay UW if issuer cancels an offering and does similar deal w diff UW. FINRA permits tail fee arrangements for no longer than 2 YRS
138
2 mkt makers would be allowed/prohibited from discussing where to price a security in the secondary mkt
prohibited
139
a co's profit margins would potentially be -- if a competitor were spun off by a large co; margins would ---- if there was industry consolidation
reduced; increase
140
creditor's committee in bankruptcy can review ---- and participate ----
review motions filed w the court; participate in the formulation of the debtor's reorg plan
141
the PPI (wholesale) and CPI (retail) are both measures of inflation. As Infl incr, IR go
up, bond price go down
142
When comparing companies for creditworthiness, -- net debt and -- EBITDA/int and EBIT/int coverage ratios indicate stronger credit
lower; higher
143
buy side adviser for strategic buyer would advise client that competing bidders , if fin sponsors
are likely using LBO analysis to value tgt
144
Issuer would not be permitted to "park" a registration at a B/D
in order to be able to solicit investors itself and avoid utilizing an UW
145
responsibility of sell-side banker to prepare a
descriptive memorandum (CIM) and populate data room. NOT their responsibility to provide source data that goes into data room, that's done by seller
146
All SEC registration st are subject to ---- by UW
due diligence
147
An investor is req to file a statement of beneficial ownership
when ownership of co is 5% or higher (13 D for active, 13 G for passive investors)
148
confidential info memorandum (CIM) is also called
An information memo, a detailed memo, or descriptive memo
149
Purchaser closing a merger via a tender might specific a min # of sh (ex 50% of co) that must be
tendered by sh holders in order for the tender to close. Would ensure that purchaser does not inadvertently purchase a noncontrolling stake
150
OTC pink mkts and OTC BB are
nonexchange equity quotation systems. They can quote unlisted or delisted equity securities
151
Theres No seasoning requirement b4 a co can be listed on
Nasdaq global select, nasdaq global, nasdaq capital mkt
152
a B/D must ----- of who it chooses as the anti-money laundering compliance person responsible for filing all AML forms
inform FINRA; a firm's AML program not required to be approved by SEC
153
SEC needs to approve of anything?
never approves or disapproves
154
Anytime a control relationship exists w regard to a co (ex, the co is a sub of B/D),
disclosure of conflict must be made to a client verbally before purchasing that security and in writing sometime after execution
155
if a co executive wanted to learn who the major institutional investors in his co were, what other securities those investors own, execs could look at
company's 13D and institutional investor 13 F
156
buy side adviser might examine tgt's sh holder base in order to
develop a proxy strategy and determine likelihood of success of vote
157
if a co accidentally discloses nonpublic info
it would subsequently file an 8K to disseminate info to public
158
a civil lawsuit filed against a co trigger filing of 8k?
would not trigger
159
institutional ownership and insider ownership are typical classifications used by co when describing
sh holder base
160
if a firm is underwriting a convertible bond offering, it would be subject to
a mkt making restricted period for the underlying C/S
161
distressed funds and special situation funds might invest in a co which had
operating loss and /or pulled their earnings guidance
162
term public float refers to
of shares available to trade
163
issuer might choose to do a private placement bc
it's less costly than registering and bc there's less of a regulatory delay
164
if a public co PURCHASE a private co by issuing stock,
terms of the transaction could be found in the co's S-4 filing (merger registration)
165
fin metrics examined by Nasdaq to determine qualification to be listed on the global mkt incl:? What's it not require?
income, rev, Assets, mkt value of sh, # of sh, SE, NO PRICE/BOOK requirement
166
investor acquires sh of public co in a private placement would be req to hold shares for
6 mths before selling them under Rule 144
167
registered rep engaging in outside securities biz who does not receive cash but does receive future deal flow (noncash comp), required to
give notice and wait for permission from firm
168
when a registered rep opens an account at another firm
opening firm must notify rep's employer prior to execution of 1st trade
169
supervisory branch offices are subject to
annual inspection
170
if a locally owned co wants to raise capital in a private placement, could target
co execs, institutional investors, hedge funds, and other accredited investors as potential investors, LEAST LIKELY to target exiting sh holders
171
if you are provided w the # of O/S sh and stock price of co, mkt cap calculated by
multiple 2 together, don't need PE multiple, NI..etc
172
it's decision of UW to determine that they have exercised reasonable care in their due dilig efforts, not required to
get attestation from their legal counsel to confirm this
173
if 2 co's have substantial difference in trends in NWC
DCF would highlight this
174
if a registered rep becomes aware of insider info
the rep could execute a trade on behalf of a client that was placed on an unsolicited basis (rep didn't recommend)
175
if registered rep was managing a piece of property being financed by family members
this could be considered outside employment and would require notification to the firm, if employers does not receive full details of this outside biz activitiy, it would be a violation
176
when comparing 2 co's the one w less net debt and higher EBITDA or EBIT int coverage ratio considered
in better fin health
177
rep could take a loan from a customer if rep has
outside biz relationship w customer
178
In a Ch 7 bankruptcy, creditor must always file
a proof of claim in a timely fashion to be eligible to recover any funds owed; within 90 DAYS!
179
IN Ch 11, creditor does
not need to file a proof of claim if debtor LISTS THEM on the debt schedule and creditor doesn't disagree w amount listed. If creditor disagrees or isn't listed, proof of claim must be filed in timely fashion
180
upon maturity of bond, investor would receive
par value and final SEMI-ANNUAL coupon pymt
181
UW could use due dilig defense
for untrue info in a registration st if it could prove it could not have known the info was untruthful
182
open end funds are required
to register under Securities Act 1933
183
If banker using EV/EBITDA multiples as primary basis for valuation, how would it incr valuation
Increase EBITDA, (so EV also goes up )
184
during due dilig, banker generally won't interview
target's largest sh holder
185
order of IR from low to high
fed fund rate, discount rate, broker's call rate, prime rate
186
insider purchases in a security typically
incr stock price of co
187
an issuer must have at least
1 market maker to be quoted on the OTC bulletin board
188
a B/D would have conflict of interest if employees owned
10% of an issuer, but not of its clients owned 10% of an issuer
189
FO doesn't
make a recommendation to sh holders as to whether or not to vote to accept a deal
190
golden parachute is a package (often lucrative)
given to snr mgmt upon termination
191
S8 is filed when
securities are offered to co employees thru employee benefit
192
in a merger btwn 2 co, co would file a
joint prospectus on a S-4 form to register securities
193
if a co sells securities in 3 states, issuer must comply w
blue sky laws in all 3 states, and reps selling the securities must be registered in all 3 states
194
subordinated debentures are --- unsecured debt and -- C/S in liquidation
below, above
195
Free writing prospectus does not need to include
all the info in a registration st, but must be filed w SEC
196
tender offer to buy shares of an overseas co must be
registered w SEC if offer is being made to sh holders in US
197
When an issuer is SEC registered, ---- confirm integrity of issuer's dealings w investors
doesn't
198
Co A buys Co B for 2x BV and purchases and redeems all its O/S debt in an all stock transaction. # of shares?
(2x BV + net debt) / Co A stock price --> EV / price/ shares --> shares
199
M&A order
teaser, confidentiality agreement, CIM, initial procedures letter, initial bid, final bid procedures letter, final bid, definitive agreement
200
acquisition would not be a useful strategy for
corporate executive who wishes to retire and raise cash for his family
201
in a tender offer
issuer generally does not file a proxy statement (bc TO doesn't require vote)
202
SEC filer who is not eligible to use an S-3 can
distribute a FWP after filing a registration statement
203
Convertible debt would have
delayed and dilutive effect on co's C/S
204
When responding to a TO, subject co can
accept,reject, neutral, or state it can't take a position. CANNOT recommend that sh holders purchase more sh of the co
205
if auditor determines illegal act may have occurred
first step for accounting firm is to report this to audit committee or to BOD of issuer
206
-- copies of ea form of prelim prospectus must be filed
5; w the SEC no later than the date it is first sent to investors
207
in a tender offer
issuer generally does not file a proxy statement (bc TO doesn't require vote)
208
SEC filer who is not eligible to use an S-3 can
distribute a FWP after filing a registration statement
209
when switching from FIFO to LIFO in an inflationary environ,
COGS will incr and income tax would decr
210
When responding to a TO, subject co can
accept,reject, neutral, or state it can't take a position. CANNOT recommend that sh holders purchase more sh of the co
211
if auditor determines illegal act may have occurred
first step for accounting firm is to report this to audit committee or to BOD of issuer
212
-- copies of ea form of prelim prospectus must be filed
5; w the SEC no later than the date it is first sent to investors
213
The calc of T stock =
par value + capital surplus + RE - SE (think of it like Sum of SE = RE + C/S - T/S --> CS incl par + capital surplus
214
proxy to elect the BOD would include
attendance at last yr's mtgs, compensation, list of nominating and compensation committee members, but NOT LAST YR'S VOTES
215
when switching from FIFO to LIFO in an inflationary environ,
mnn
216
personnel in IB and research could have a conversation
in the presence of a chaperon but IB rep can't attend an analyst teach in (forum)
217
co w higher fixed costs would have
greater operating leverage
218
if a co repurchases stock for treasury, cash
SE will decline
219
The calc of T stock =
par value + capital surplus + RE - SE
220
proxy to elect the BOD would include
attendance at last yr's mtgs, compensation, list of nominating an dcompensation comittee members, but NOT LAST YR'S VOTES
221
list of co's largest sh holders can be found in the
proxy
222
manufacturing co in a perfectly competitive mkt could achieve organic g by
intro a new product in a diff mkt or incr mkt share; acquiring biz is not org g
223
Ex of exempt securities
muni bonds, T, comm paper, comm bank sec and securities issued by non-profits
224
Investor who wants to purchase securities for g but doesn't want to overpay would use a
Growth at a reasonable price (GARP) strategy
225
co seeking control via a tender offer would set a
minimum limit to ensure that tender is cancelled if they can't acquire a majority of the shares
226
co repurchasing its own shares could bid the
greater of the current bid or last sale price
227
if a rep is busted for shop lifting but not yet charged
would be reported to compliance
228
syndicate desk doesn't participate in the
drafting of offering documents, but does help plan road show, stabilize, and identify investors
229
unseasoned issuer can use a FWP
only after registration st has been filed
230
there's no --- ratio requirement to list on nasdaq
price/book
231
co seeking control via a tender offer would set a
minimum limit to ensure that tender is cancelled if they can't acquire a majority of the shares
232
co is willing to pay a certain multiple of EBITDA to make an acquisition but can recognize expense synergies, effective multiple recognizing synergies would be
(EBITDA multiple * target co EBITDA) /( EBITDA + synergies) ~ EV/EBITDA w synergies
233
capitalization table is included in
prospectus
234
5 year projects are/aren't required in prospectus
are not
235
unseasoned issuer can use a FWP
only after registration st has been filed
236
bakeoffs (beauty contest)
when making presentations to try to win IB biz
237
tail fee
If issuer doesn't complete deal w bank and goes w someone else, charge tail fee. Go out no further than 2 yrs
238
placing a private placement, least likely to reach
employees of the firm
239
can a chinese co sell to US accredited investors and avoid registration w SEC
yes, privat eplacement
240
if sec is privately placed, no disclosure/due dilig req?
false
241
would you accept a mkt order b4 trading begins
no until it trades in secondary mkt
242
max # of sh holder in Corp S
1oo
243
can trusts own shares in S Corp (sub chapter); can partnership?
yes, no
244
in/loss passed through S corp based on
% ownership
245
I own interest in S corp, if I held shares longer than a yr and sell that interest, called
long term capital gain
246
What's suitability for institutional clients
ability to independently evaluate and are using that ability; know it exists but not the same as retail clients
247
what do you call when investor in priv placement negotiated to sell securities if issuer files registration in public offering
piggyback registration rights
248
Selling away rule
engage in sec/trans outside scope of B/D
249
if not compensated for transaction,
must still send written notice to the firm
250
if compensated for transaction
need written notice, approval by employee, record on firm's books
251
Reg M prevents manipulation, exemption for basket transaction
if security you can't trade is part of 20 or more securities and comprises no more than 5% value of the basket, can trade the basket
252
PIk interest taxable to ---, deductible to ---
investor; corporation
253
T bond price 98-16+
means 98 and 16/32 plus another 4th so becomes 98 and 33/64
254
emerging g co have gross rev
< 1bn in recent fiscal yr
255
REIT
at least 95% of gross income from real estate investments, of that 95%, 75% must come directly from real estate activities, 90% income distributed to sh ; at least 100 sep sh sholders w no more than 5 owning 50%
256
stabilization -
only 1 bank stabilizes, never higher than offer price, must notify stock exchange
257
OFAC - terrorists, cuba...must report within
10 days
258
Foreign corrupt practice Act
give illegal contribution to foreign gvt for biz
259
What does syndicate merger do if they can't settle syndicate (break apart and distribute $)
notify FINRA promplty no later than expected closing date
260
When does prelim proxy have to be filed before definitive proxy sent to sh holders
10 calendar days definitiy proxy sent to sh holders
261
REIT
at least 95% of income from real estate investments, 75% income from real estate activities, 90% income distributed to sh holders
