24-1

Question 1

Reg D provides safe harbor for _______ under ‘33 Act.

Sales limited to max ___ nonaccredited investors.

Any limit on # of accredited investors?

Answer 1

• private placements
• 35
• No

Question 2

For corporate debt offerings, issuer may be req’d to comply with both ____ and ____.

Answer 2

• ‘33 Act and Trust Indenture Act of 1939

Question 3

Full form reg statement used by domestic issuers of IPOs + some small issuers for FOs

Answer 3

S-1

Question 4

Equivalent to S-1 but used by foreign issuers

Answer 4

F-1

Question 5

Short form reg statement used by qualifying domestic issuers for FOs of US debt/equity

Eligibility based on being a reporting issuer for ___ months and having public float of $___

Answer 5

S-3

> = 12 months….$75mm

Question 6

Equivalent to S-3 but used by foreign issuers

Answer 6

F-3

Question 7

Reg statement used for ADRs

Answer 7

F-6

Question 8

Registration Timeline
1. Pre-filing (no comms w/ public)

2. Reg statement filed; fee paid; _____ period begins
   - no sales / money accepted
   - _____ sent to potential purchasers
   - _____ obtained
   - _____ the issue
   - _____ held prior to effective date
3. Post-registration period
   - sales confirmed, ____ delivered
   - effective date generally ___ day after filing last amendment; post-registration amendments effective when?

Answer 8

2. cooling-off
   - prelim statutory prospectus
   - non-binding IOIs
   - Blue Sky
   - final DD mtg (to ensure prospectus info complete)

3.

• final prospectus
• 20th day; immediately

Question 9

Statutory Prospectus vs FWP

Prospectus is any comm (incl written and broadcast) offering security for sale

Prelim Statutory Prospectus (also called ___) - part of reg stmt used before _____

• omits ____
• final statutory prospectus filed once ___

Free Writing Prospectus (FWP) - used as disclosure doc that does not meet standards of ____

• constitutes an offer to sell / sol to buy
• must include legend that recommends investors ____
• ex: offering term sheets, emails, press releases, mkting materials

Answer 9

red herring - used before effective date

• offering price, underwriting & dealer discounts, proceeds to be rec’d by issuer
• final offering price is set
• statutory prospectus
• read the statutory prospectus

Question 10

After-Market Prospectus Req

Distribution participants who sell securities in after-market must provide purchasers w/ copy of prospectus for specific period from ____

How long after?

• non-listed IPO: ___
• non-listed FO: ___
• IPO of sec to be listed (NYSE/Nasdaq): ___
• exchange-listed FO: ___

Answer 10

effective date

• 90
• 40
• 25
• no requirement

Question 11

WKSI standards

1. eligible to use Form ___ or ___ (for foreign private issuers); reg effective at time of SEC filing and valid for ___
2. must have been a ___ co for previous ___
3. w/in __ days of determination of eligibility, issuer must have:
   - $___ public float or
   - $___ in aggregate debt issuances in previous __ yrs

If WKSI status lost after ___ filed, offering may continue till filing of next Form __

Answer 11

1. S-3/ASR or F-3; 3 yrs
2. reporting co; 12 months
3. 60 days
   - $700mm
   - $1bn; 3 yrs

ASR; Form 10-K