Ch 2 Deck 20 Flashcards
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of accounts?
institutional accounts
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of purchasers?
qualified purchasers
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of buyers
qualified institutional buyers
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of companies
investment companies
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of securities
exempted securities
restricted securities
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to offshore
regulation S Offerings
Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what type of financial institution
banks
Rule 134 communications must state where
preliminary prospectus may be found
Rule 134 communications must state that the securities
cannot yet be sold
Rule 134 communications must state that offers to buy
cannot be accepted until registration date
DPP rollup disclosure documents must include these issues affecting deal
risk factors
DPP rollup disclosure documents must include general partner’s
belief in the fairness of the transaction
DPP rollup disclosure documents must include these regarding fairness
reports or opinions
One way to qualify as a seasoned issuer is to have a public float of
$75M
One way to qualify as a seasoned issue is to be
listed on a national securities exchange
Rule 139 allows research reports by participating broker dealers during the registration period if they are issuer specific reports on
a WKSI or Seasoned Issuer
Rule 139 allows research reports by participating broker dealers during the registration period if they are general industry reports which
include the issuer and security but also comparable companies
Rule 138 allows research reports by participating broker dealers during the registration period if the report is about a
different kind of security (stock vs. convertible debt)
QIB’s must manage at least
$100M in assets
QiB’s include these entities
Insurance
Investment companies
Pensions
Banks
Regulation A exemption amount is
$5M over 12 months
How much of a regulation A offering can be from sale of company insiders?
no more than $1.5M
In a DPP Rollup, FINRA members can receive compensation for soliciting votes or tenders from participants if (1/3) if compensation is payable and equal in amount
regardless of how participant ends up voting
In a DPP Rollup, FINRA members can receive compensation for soliciting votes or tenders from participants if (2/3) if compensation does not exceed
in the aggregate 2% of exchange value of securities
In a DPP Rollup, FINRA members can receive compensation for soliciting votes or tenders from participants if (3/3) if compensation is paid regardless
of whether participants reject rollup
To be eligible to take advantage of a Regulation A exemption, must be an issuer from
US or Canada
To be eligible to take advantage of a Regulation A exemption, must not be from
a foreign country (no foreign issuers)
To be eligible to take advantage of a Regulation A exemption, must have a legitimate
business plan
To be eligible to take advantage of a Regulation A exemption, cannot be an
SEC reporting company
To be eligible to take advantage of a Regulation A exemption, cannot be this type of company
investment company
To be eligible to take advantage of a Regulation A exemption, cannot be
disqualified
