Chapter 11 - Offerings Flashcards
The aftermarket prospectus delivery requirement for non-listed follow-on offerings is ___ days.
40
Securities that are exempt from registration (6):
- Government/Municipal Bonds
- Commercial Paper
- Bankers’ Acceptances
- Bank Issues
- Non-Profit Issues
- Small Business Issues
Rule 144A exempts sellers from the holding period and volume limitations of Rule 144 if trading is done with a _____.
Qualified Institutional Buyer
A statutory preliminary prospectus is also referred to as a _____.
red herring
Total Spread =
Manager’s Fee + Underwriter’s Fee + Selling Concession
A registered offering of a large block of stock that has been previously issued to the public.
Secondary offering
An offering of shares with the proceeds being directed to the issuing corporation.
Primary offering
A prospectus must be made available in the secondary market for an exchange-listed IPO for ___ days.
25
What type of underwriting is cancelled if a specified portion is not sold?
Mini-max
Indication of interest are _____ on both the customer and broker-dealer.
non-binding
The first date on which orders for a new issue may be accepted.
The effective date
Reg. D exempts _____ from the registration requirements of the Securities Act of 1933.
private placements
The difference between what the syndicate pays the issuer for the new issue and the public offering price.
The underwriting spread
In addition to providing a prospectus, a _____ advertisement may be published to announce an offering.
tombstone
The private placement disclosure document is the:
Offering Memorandum
Written communication about an offering that does not meet the requirements of a statutory prospectus.
Free writing prospectus
Rules that govern the registration of an issue in any state in which it will be offered.
Blue-Sky Laws
Who is expected to apply for a CUISP number on a new municipal bond?
The underwriter(s)
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.
Advertises that municipal bonds are available and invites underwriters to bid on a new competitive issue.
Notice of Sale
A private sale by an issuer that has previously sold registered securities.
Private Investment in Public Equity (PIPE) offering
A security received or purchased by an affiliate of the issuer, such as a director, officer, or major shareholder.
Control security
Registration/prospectus requirements of any reclassification of securities BEST describes:
Rule 145 of the Securities Act of 1933
XYZ Corporation has conducted a private placement to raise additional funds after IPO. This activity is referred to as a:
PIPE offering
A firm is the managing underwriter of a follow-on offering of a security that is listed on the NYSE. The prospectus delivery rule:
Does not require the firm to deliver a prospectus
A customer has filed the required forms in order to sell securities under Rule 144. If some of the securities were not sold within the required time frame and the customer wants to sell the remaining shares, what must happen?
A new form must be filed and the unsold shares may be sold within 90 days.
DCH, Inc., an investment banker, has entered into a firm-commitment underwriting with ABC Company to sell 10,000,000 shares of stock. What are the requirements of this arrangement for the investment banker?
Sell the entire issue or retain any share left unsold.
