SIE CHAPTER 11 Flashcards
OFFERINGS
TRUE OR FALSE: There is no aftermarket prospectus delivery requirement for listed follow-on offerings
Tue. No prospectus requirement applies to follow-on offerings.
In the after market, a prospectus must be provided for (BLANK) days following a non-exchange or unlisted IPO.
90
When an investor buys a municipal bond in the primary market, what is on the confirmation?
The underwriting spread, agent fees, and the initial reoffering price for each maturity in the offering
Are CMOs exempt from registration under the Securities Act of 1933?
No
Where can investors get access to official statements for new municipal bonds issues?
Electronic Municipal Market Access (EMMA), a database that’s run my MSRB
The Securities Act of 1933 regulates (BLANK)
New issues
The private placement disclosure document is the (BLANK)
Offering Memorandum or Private Placement Memorandum (PPM)
True or False: Unless it is exempt, a security must be registered before it may be sold publicly.
True
What form must be filed within 90 days of selling restricted or control stock?
Form 144
How is the underwriter determined for a Negotiated Sale?
The issuer selects the underwriter it would like to work with, and they negotiate the offering terms
What does Rule 145 of the Securities Act of 1933 cover?
Registration/prospectus requirements of any reclassification of securities (primarily from mergers of acquisitions)
What is a split or combined offering?
In which some shares are offered by the issuer while other shares are offered by the selling shareholders. Both receive the proceeds they sell.
An underwriter is permitted to make this statement regarding a new issue..
“The SEC has deemed the registration effective”
What does the Offering Memorandum (Private Placement Memorandum) provide?
Details regarding the limited partnership investment, business plan, financial information and information on the general partners.
After filing Form 144, what is the maximum amount of restricted securities that can be sold within a 90-day period?
The greater of 1% of the total outstanding shares or the stocks weekly average over the past four weeks