Ch. 11 Offerings Flashcards
May an RR modify a prospectus?
No. The underlining, photocopying, or highlighting of a prospectus is prohibited.
All securities sold in the primary market must be sold with a _______________.
All securities sold in the primary market must be sold with a final prospectus.
To issue securities under Rule 147, an issuer must satisfy how many of the four “doing business” requirement?
It must satisfy only one of the four “doing business” requirements.
The holding period for unregistered (restricted) securities under Rule 144 is __________.
6 months
What stipulation in the registration statement relieves underwriters of their contractual obligations?
Market out clause
Shelf Registration is valid for up to _____ years.
3 years
True or False: The Syndicate Letter is also referred to as the Agreement Among Underwriters.
True
True or False: A prospectus is not required to be delivered if a buyer received the red herring.
False. All purchasers of a new issue must receive a copy of the final prospectus.
What type of underwriting is cancelled if a specified portion is not sold?
Mini-max
What is the difference between a syndicate member and a firm in the selling group?
Syndicate members assume liability, while firms in the selling group do not.
What is unique about the new Rule 147A Exemption?
An issuer organized in State A, but with its principal office in State B, may offer securities to residents of State B.
For how long must a prospectus be provided in the after-market for the IPO of a stock to be listed on an exchange?
25 days
What is the difference between what the syndicate pays the issuer for the new issue and the public offering price?
Underwriting spread
Who is expected to apply for a CUSIP number on a new municipal bond?
Underwriters
Identify the acronym: PIPE
Private investment in public equity
In a firm commitment underwriting, unsold securities are retained by ________________.
In a firm commitment underwriting, unsold securities are retained by the syndicate.
The Securities Act of 1933 regulates ____________.
New issues
True or False: Securities issued by the U.S. Treasury and U.S. agencies are deemed exempt securities under the USA.
True
Rule 144 allows for the sale of __________ stock and _______ stock.
Restricted and control stock
What type of municipal bond requires a feasibility study?
Revenue bonds. Feasibility studies are conducted to determine whether a project is financially viable.
QIBs are financial institutions that have at least $_________________ invested in securities of non-affiliated issuers.
QIBs are financial institutions that have at least $100 million invested in securities of non-affiliated issuers.
True or False: A research report that includes information about a new offering could be a violation of the Act of 1933.
True
True or False: The legal opinion addresses the creditworthiness of an issue.
False. Legal opinions address the legality (authority/validity) of the issue and the tax exemption of the interest.
For how long may a new issue be sold under a shelf registration?
3 years