Unit 1 Flashcards

You may prefer our related Brainscape-certified flashcards:
1
Q

Who are the participants in the primary market?

A

Issuers, Underwriters, and Investors

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Who are the participants in the secondary market?

A

Exchanges, Over-the-counter, Fourth Market and Third Market

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Issuers are in what type of Market?

A

Primary Market

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Underwriters are in what type of Market?

A

Primary Market

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Investors are in what type of Market?

A

Primary Market

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Exchanges are in what type of Market?

A

Secondary Market

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

OTC?

A

Over-the-counter

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

OTC is in what type of market?

A

Secondary Market

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

What is a primary market?

A

Securities are sold by the issuer (a corporation or the government)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

What is the Securities Act of 1933?

A

Also called the Paper Act. requires that a new issue be registered with the SEC before public sale.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Primary Market securities come in two types called?

A

IPOs and APOs (Initial Public Offerings and Additional Public Offerings)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

IPO?

A

Initial Public Offering, the first time an issuer distributes securities to the public.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

APO?

A

Additional Public Offering, subsequent offerings of already offered securities (not new issues)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Who can be an “issuer”?

A

Corporations, Municipalities, Federal Government or Agencies

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

NMS?

A

National Market Securities, stocks that are listed on NYSE (exchange)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Underwriter

A

Broker-Dealer and Investment bankers, works with an issuer to bring its securities to market and sell them to the public.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Best Efforts Underwriting

A

Acts as an agent between the issuer and investor. Not as risk themselves. Middle man.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Two types of best efforts underwriting

A

AON (all-or-none) and Mini-max

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

AON?

A

All-or-none underwriting. Issuer indicates must sell all shares or cancel the underwriting. Investors funds held in escrow

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Mini-max

A

Mini-max underwriting, minimum amount the issuer needs to raise to move forward with underwriting, then can expand to maximum amount

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

Firm commitment underwriting

A

Underwriters buy shares from issuers, collecting on the “spread”

22
Q

POP?

A

Public Offering Price

23
Q

Syndicate

A

type of joint venture where BDs share both risk and profits

24
Q

Types of Investors

A

Institutional, Retail, Accredited

25
Q

Institutional Investor

A

Entity that pools money to purchase investment assets. Ex. Banks, Insurance companies, Pensions, Hedge Funds, Mutual Funds

26
Q

QIB?

A

Qualified Institutional Buyer. Owns and Invests 100 million in securities on a descretionary basis

27
Q

Retail Investor

A

Investing their own assets for personal gain

28
Q

Accredited Investors

A

Made up of Retail and Institutional investors who meet a range of criteria

29
Q

SEC?

A

Securities and Exchange Commission. Primary Federal Regulator in securities industry.

30
Q

Steps to take before new issue is brought to Market?

A

Distribution of a registration statement (S-1). Cooling-off period. Final filing of the prospectus.

31
Q

Registration Statement

A

First step in filing new issue with SEC. Also called S-1.

32
Q

Cooling-off period

A

Occurs after fiiling registration statement to SEC. Requires a minimum of 20 calendar days.

33
Q

Tombstone Advertisement

A

limited information about new issues allowed to be distributed during the cooling-off period. Must contain advisory statement disclosure.

34
Q

Red Herring

A

Preliminary Prospectus. Allows issuers and underwriters to gain investor interest.

35
Q

Blue-Sky Filings

A

The process of coordinating the federal and state registrations

36
Q

The Final Prospectus

A

Released after cool down period on effective date. Includes the POP and release date.

37
Q

SEC disclaimer

A

Must be included on the tombstone advertisement.

38
Q

Primary offering

A

If the issuer is getting the investment money, it is a primary offering.

39
Q

Shelf Offering

A

SEC filing is good for two years on an issue. Allows issuer to sell portions over 2 years without having to reregister the security. However, a sublemental prospectus must be filed before each sale.

40
Q

WKSI?

A

Well-known seasoned issuer. Can extend shelf offering up to 3 years.

41
Q

Secondary Market: Final Prospectus entitlement?
IPOs of NMS securities

A

25 days

42
Q

Secondary Market: Final Prospectus entitlement?
APOs of NMS securities

A

0 days

43
Q

Secondary Market: Final Prospectus entitlement?
IPOs of non-NMS securities

A

90 days

44
Q

Secondary Market: Final Prospectus entitilement?
APOs of non-NMS securities

A

40 days

45
Q

Nonexempt Securities

A

Not exempt from registration and must be registered with SEC

46
Q

Exempt Issuers

A

Government, Municipalities, Banks (not holding companies), Building and Loan and Savings and Loan, Nonprofit, Common carriers (railroad)

47
Q

Exempt Issues (Securities)

A

Commerical Paper, maturities of 270 days or less, Insurance policies, and fixed annuities. (Variable MUST be registered)

48
Q

Regulation A

A

Ability for small and medium companies to raise capital

Tier 1: $20 million offerings
Tier 2: $75 million offerings

49
Q

Rule 147

A

Except from registration if all offerings occur within the state. Issuer and Purchaser

Securities cannot be resold out of state of 6 months

50
Q
A