Unit 20 The New Issues Market Flashcards
Max duration of a shelf registration
3 years
Free-writing prospectus (FWP)
written communication from an issuer that supplements the preliminary or final prospectus
EX: letter from a CEO
Trust Indenture Act of 1939
corp bonds issue of more than $50mm require trust indenture
Regulation A
raise a small amount of capital without SEC registration process, up to $5mm in 12 months
Tier 1: $20mm
Tier 2: $75mm
Rule 147
only state residents can purchase securities
Rule 147A
allows a company to be incorporated out of state
intrastate crowdfunding
Reg D
accredited investor
$200k income ($300k married)
$1mm net worth
Accredited institution
$5mm
Reg D Rule 506 (b)
raise unlimited capital of accredited and max 35 non-accredited
no public advertising
Reg D Rule 506(c)
raise unlimited capital of accredited and no non-accredited
allows public advertising
Reg D file From D with SEC no later than _____ days after offering
15
Reg D issues uses a _____ rather than a prospectus.
memorandum
Reg D records must be kept for ___ years.
3
Rule 144
investor can sell restricted stock to public market if held for 6 months
an insider can sell greater of 1% of outstanding shares or avg weekly trading volume, if held for 90 day period.
Rule 144A
allows Qualified Institutional Buyers (QIBs) to freely trade private placements
