Chapter 4 Flashcards
What is the sale of new securities to buy an issue called?
Primary offering or primary distribution
The first time a corporation sells it’s tough to the public the primary offering is known as what?
Initial public offering or IPO
A name for a broker dealer that helps issuer sell security to the public.
Underwriter or investment banker
This document includes the underwriter face compensation public offering price the underwriting spread per-share net proceeds to be received by the issue here and a market out clause specifying any conditions in which the underwriter may terminate the contract
Underwriting agreement
Investigate the issue is industry to gain an Understanding of the business and meet with management to obtain and verify critical information needed to carry out the underwriters duties. The underwriter will also exam in the issue is current and future financial health legal issues management and operations is called what
Due diligence
The document that specifies the responsibilities of all of the selling group members
Selling group agreement
Payment to the selling group based on actual shares sold are called what?
Selling concession
Form submitted it to register securities
Form S-1 ( registration statement)
The end of the pre-registration. Which is also the date the registration statement is filed with the SEC
Filing date
During the cooling off period when reviewing the registration Statement the SEC looks to see whether the document seems clear and complete. FSEC believes changes are necessary what will it send to the issue work?
A deficiency letter describing objections
If a deficiency letter is it to an issue or what will the issue were have to do?
The issue I will need to file amendment to its registration statement which will restart the cooling off.
When is the due diligence meeting held
Just prior to the end of the cooling off period.
What securities are exempt from registration
US government and agency issues, municipal issues, money market issues, bank issues, common carrier issues, insurance company issues, and nonprofit or religious organization issues
Another reference for restricted stock
Letter stock
Private placements are sold under this regulation
Regulation d
Couples are partners that are not married but have essentially the same relationship as a married couple
Spousal equivalents
Issues that are exempt from registration must be provided for disclosure forms called
Offering circular or private placement memorandum (PPM)
Private placement under regulation D are considered
Exempt transactions
 Exempt transactions in an offering to investors and only one state
Rule 147 intrastate offerings
80% of the issuers gross revenues come from business activities in the state. 80% of the issue where his assets are located within the state. 80% of the net proceeds from the offering must be used within the state. A majority of the issue is employees must be based within the state.
Used to determine residency for rule 147
Securities purchase under rule 147 may not be sold outside of the state for how many months
6
Par value of preferred stock
$100
Stock purchased for income
Preferred stock
Stock purchased for growth or capital appreciation
Common stock