1 - 1 Public and Private Offerings
The Effective Date of an IPO is determined by the SEC (NOT the trade date of the offering).
1 - 2 Public and Private Offerings
If the SEC sues an issuer and underwriter for false statements and/or material omissions in a prospectus, the customer can file a lawsuit against both the issuer and the underwriter.
1 - 3 Public and Private Offerings
What would preclude an issuer from obtaining WKSI status? Involvement in bankruptcy in the past 3 years.
1 - 4 Public and Private Offerings
A non‐EGC ($1B in revenues under the JOBS Act) IS subject to the quiet period. An Emerging Growth Company is NOT.
1 - 5 Public and Private Offerings
Prospectus Delivery requirement for a Reporting Company follow‐on offering is 0 days from the offering date.
1 - 6 Public and Private Offerings
Prospectus Delivery requirement for an IPO that will be listed is 25 days from the offering date.
1 - 7 Public and Private Offerings
Prospectus Delivery requirement for an unlisted follow‐on offering is 40 days from the offering date.
1 - 8 Public and Private Offerings
Prospectus Delivery requirement for an IPO that will NOT be listed is 90 days from the offering date.
1 - 9 Public and Private Offerings
An issuer that loses its WKSI status after filing an Automatic Shelf Registration (ASR) may continue that offering until the next Form 10‐K is filed.
1 - 10 Public and Private Offerings
A registered representative (RR) receives a check from a client to reserve shares of an IPO during the cooling‐off period. What do you instruct the RR to do? Return the check.
1 - 11 Public and Private Offerings
Reg. A (maximum of $5 million) offerings can be offered to the public.
1 - 12 Public and Private Offerings
The look‐back period for a Reg. A offering is 12 months.
1 - 13 Public and Private Offerings
A Reg. 147 offering is used for intrastate offerings.
1 - 14 Public and Private Offerings
A partnership may purchase a 147 offering even if some partners are not in‐state residents.
1 - 15 Public and Private Offerings
Reg. D buyers sign an investment letter (lock‐up letter).
1 - 16 Public and Private Offerings
Private placement/Reg. D‐‐Issuers must issue stop transfer instructions to transfer agent to ensure that no illegal sales take place.
1 - 17 Public and Private Offerings
Can a Purchaser’s Representative be affiliated with the issuer? No, unless the representative is related to the investor.
1 - 18 Public and Private Offerings
If a partnership is formed to buy a Reg. D offering, each individual partner is counted as a separate investor.
1 - 19 Public and Private Offerings
If an existing partnership purchases a Reg. D offering, the partnership will count as one purchaser.
1 - 20 Public and Private Offerings
A 144 offering is NOT appropriate for a company looking to raise capital.
1 - 21 Public and Private Offerings
Shares sold under the 144 exemption become part of the public float.
1 - 22 Public and Private Offerings
The holding period on restricted stock is waived in a 144 sale if the owner is deceased.
1 - 23 Public and Private Offerings
There are NO volume restrictions on a 144A transaction, but the shares remain restricted.
1 - 24 Public and Private Offerings
Reg. S equity offerings can be resold in the U.S. 12 months from the completion of the distribution.