Types Of Markets And Offerings Quiz Flashcards
A guaranteed bond is one that is guaranteed by another company or entity. We would typically see a guaranteed bond used in which of the following situations?
Spinoff
After a company has streamlined its operations one of its peripheral operations no longer fits in this newer business mode so the company plans to sell it. This is called a
Spinoff
Jack owns a small manufacturers game company in the northeast. The company is publicly traded; however its capitalization is very small. Jack would like to expand his operations over the next 2 years. Which of the following types of offerings will best suit the manufacturing company’s needs?
A shelf offering
Which of the following is true of restricted stock?
The purchase must be paid for in its entirety
Under Reg A + Tier 2 what is the maximum amount of money that may be raised?
$50 million with no more than $15 million by affiliates
An issuer who has at least $100,000 in average daily trading volume is planning to bring additional shares to market. What would the restriction period be?
1 day prior to the effective date
All of the following are required to register under Rule 145 for mergers and acquisitions
An acquisition in which the acquirer is using both cash and securities
A merger involving a stock offering
A leveraged but out
If certain requirements are met a corporation can offer securities sold within the borders of one state using the intrastate offering exemption also known as
Rule 147
A research analyst has a meeting with an employee from investment banking. This is
Permissible if the meeting is attended by a compliance officer
A director of a public corporation wishes to sell some of his stock in the company. Under SEC rule 144, how long is the holding period?
6 months
Which of the following distributions is a registers secondary offering?
A family member selling founders stock along with an add on offering
Some securities are exempt from the registration and prospects requirements of the securities act 1933. All of the following securities are among this exempt class.
Commercial paper that has a maturity not exceeding 270 days
a security issued by a non profit organization
US government securities
An issuer can avoid registration by engaging in a private placement of securities under Regulation D of certain requirements are met.
No more than 35 non accredited investors may be involved in the sale.
The buyer must be given access to the financial information that would be found in a prospectus of a public offering
The issuer needs assurance that the buyer has no intentions of making a quick sale of the investment
An analyst publishes a quarterly newsletter on technology stocks. The analyst regularly follows 15 young tech companies in this report. One of these companies is issuing stock through an APO. Which of the following is true?
During the offering period the analyst may include this company but give it no special recognition
All of the following are true regarding electronic communications networks ECNs
They are used for forth market trades
They facilitate trades between institutions
Transactions are excited without the broker
XYZ corporation is planning an add-on offering. XYZ currently has outstanding shares and is now raising additional capital to build a new manufacturing plant. The quiet period in which no research may be published on XYZ will last for how many days?
3 days from the effective date
Jack owns a small manufacturing company in the Northeast. The company is publicly traded; however, its capitalization is very small. Jack would like to expand his operations over the next 2 years. Which of the following types of offerings will best suit the manufacturing company’s needs?
A shelf offering
ABC corporation owns a division that manufactures a niche product used in the automotive industry. ABC feels that this division would be better served as its own entity, separate from the parent company. If ABC chooses to separate this portion of its manufacturing business the process is a
Spinoff
A director of a public corporation wishes to sell some of his stock in the company. Under SEC Rule 144, how long is the holding period?
6 months
After a company has streamlined its operations one of its peripheral operations no longer fits in this newer business mode so the company plans to sell it. This is called a
Spinoff
XYZ is a publicly traded company and its stock has been doing well for the last several years. XYZ is planning to expand into new markets and would like to raise additional capital to finance this expansion. How may this be done?
Add on offering
A third market trade involves
Listed stocks traded over the counter
A Chinese wall is
A separation between investment banking and the other functions inside a broker dealer
A tender offer is
An offer to buy stock at a price above the current market value.
ABC corporation has issued a tender offer to the shareholders of XYZ Corp. Which of the following is a permissible way for a shareholder to sell into the offer?
Deliver one round lot of stock
The underwriting agreement is between whom?
The issuer and the managing underwriter
A guaranteed bond is one that is guaranteed by another company or entity. We would typically see a guaranteed bond used in which of the following situations?
Spinoff
The purpose of a Rule 144 filing is to
Alert the SEC that a control person is offering securities for sale
Under Reg D rule 506 how much money can be raised within 12 months?
An unlimited amount
If certain requirements are met a corporation can offer securities sold within the borders of one state using the intrastate offering exemption also known as
Rule 147
A restaurant chain is planning an IPO. They have already filed a registration statement with the SEC and the effective date is scheduled for tomorrow. According to the regulatory guidelines covering IPOs no research may be released for what period of time?
10 days from the effective date
Under Rule 144 when does an affiliate need to file a notice of proposed sale with the SEC?
If the sale involves more than 5,000 shares
Which of the following is a feature of an exchange?
Physical location
Which of the following is known as a trade in the forth market?
Instinet
XYZ corporation is planning a subsequent primary offering to raise additional capital for expansion. One of the executives at XYZ corporation has a large holding of unregistered shares which he would like to sell in the open market. Which of the following would be the most suitable offering for this situation?
Combined offering
The agreement among underwriters also known as the syndicate letter is a document that.
Is an agreement between participating broker dealers who assume liability for any unsold shares and specifies the underwriters responsibilities and participation percentages
Which of the following is an exempt transaction?
An issue sold to 800 accredited investors
An issue of $3.5 million over 1 year
An issue sold in one state
After a company has streamlined its operations one of its peripheral operations no longer fits in this newer business mode so the company plans to sell it. This is called a
Spinoff
Which of the following would be a restricted person associated with an IPO?
The father in law of a registered representative
If a company offers a new issue of $5 million or less during a 12 month period files an offering statement with the SEC and gives an offering circular to prospective buyers the company can take advantage of.
Regulation A
In a public offering officers of the corporation are selling their personal shares along with the IPO of the corporation itself. The sale of shares by corporate officers is called.
Secondary
A listed stock trading in the OTC market is referred to as the
Third Market
XYZ corporation is a well known seasoned issuer (WKSI) and is planning to expand operations. XYZ will need additional capital in stages for this expansion. If XYZ does a shelf offering, how much time will it have to issues additional shares before it has to refile?
Up to 3 years from the effective date of the shelf offering
A well known seasoned issuer is issuing securities in an APO. To meet Act of 33 disclosure requirements the issuer may use an
Free writing prospectus
A natural person may be considered an accredited investor if in each of the past 2 years the investors income exceeded
$200,000
All of the following apply to a red herring
It helps determine demand for a new issue
It’s also known as the preliminary prospectus
It’s given to investors before the prospectus is finalized
Under Rule 144 when does an affiliate need to file a notice of proposed sale with the SEC?
If the sale involves more than 5,000 shares
What is the most common method of acquiring restricted stock?
Private placement
Which of the following describes the OTC market?
A market where shares of the largest corporations are traded
A negotiated market
A decentralized market
A rule 144 filing for the sale of restricted securities by control persons is subject to which of the following time limitations?
90 days
All of the following are types of new stock underwritings
Standby
Firm
All or none
Where do municipal trade?
OTC
Which of the following is exempt from FINRA rule 5130 which prohibits the purchase of IPOs by member firms and associated persons?
An associated person whose limited registration permits selling only investment company products
Most restricted stock is acquired through which of the following types of offerings?
Private placement
Which of the following transactions uses an offering circular?
Reg A
A corporation can avoid registration requirements in the issuance of securities by engaging in a private placement under
Regulation D
