Chapter 1: Analysis of Trends in Precedent Transactions

Question 1

Registration Statements

Answer 1

Document filed with the SEC explaining the purpose of a public offering of securities.
Also used for M&A transactions when the acquirer issues shares as part of the purchase consideration.

Question 2

Going Private Transaction

Answer 2

A transaction(s) that convert a publicly traded company to a privately held company. Once complete, shareholders are no longer able to trade the securities on the open market.

Question 3

Schedule 13e-3

Answer 3

Schedule that must be filed with the SEC during a going private transaction.
Requires the disclosures about the transaction, terms & purpose, sources & amounts of funding, information about negotiations, and the fairness of the transaction.

Question 4

Share Repurchase Programs

Answer 4

Can be an alternative to paying dividends.

Can be a defensive measure to hostile takeover bids.

Question 5

Tender Offer

Answer 5

An offer to purchase some or all shares from existing stockholders, usually at a premium to the current market price.

Question 6

Schedule TO

Answer 6

Filed by a company making a tender offer for their own shares.
Includes: terms, shs sought, type & amount of consideration offered, expiration date, and procedures for participating.

Question 7

Schedule 14d-9

Answer 7

Filed by the company if the tender offer is from a 3rd party.
Includes: a recommendation from company management about the offer and a fairness opinion.