2013 Flashcards
(33 cards)
Equity research analysts are prohibited from attending any road show which incl
IB personnel and issuer
Under Reg FD, a co can make public disclosure via
SEC filing (8K) or combo of methods incl press release, news conference, webcast, social media
If FINRA member firm owns 10% of O/S C/S, sub debt or P/S of an entitity, it’s considered
a conflict and requires issuer to use a QIU qualified indep underwriter
ON a syndicate desk, typical deal order:
pitch for biz, win mandate, sign engagement letter, confirm allocation
gvt subsidy to co would generally improve co’s ability to
cover int exp, once subsidy ends (sunset provision), coverage ratios negative impacted
co typically disclose the following classification of their shareholder base
insiders institutions
in a bankruptcy, US Trustee appoints — to oversee —
creditor commitee; banktruptcy trustee handling the debtor and case
a red herring must be distributed
when fin st are out of date
to stabilize, notice must be given in the
prospectus
S-4 registration st mus tbe signed by —, if a foreign co, signature of — required
CEO, CFO, controller, majority of board; authorized US rep
if 1 co has lower GM but EPS is similar, could be bc of
lower tax rate for co
When calc mkt cap, T/S is
ignored
Issuer could use — to disseminate factual info about offering; UW would/wouldn’t prepare or file
FWP; UW would never
When issuer requests to accelerate a registration
SEC will review doc to ensure there’s sufficient info avail to public
When sell-side adviser is evaluating all cash bids,
buyer’s strong mgmt team isn’t a concern
Reg FD is designed to protect
indiv not institutions
Subordinated debenture are — general creditors
below
Section 363 is
asset sale
party would do 338(h)10 for
tax benefit. asset sale for tax purpose, equity sale for GAAP purpose
if rep lends money to client as part of an outside biz relationship
must get pre-approved by firm. Preapproval not req if its to family member
gvt agency and gvt sponsored enterrpise securities are/aren’t issued in physical form
aren’t
FO is likely when
board is recommending sh holders to accept deal
FO can be prepared either by an
indep bank or bank advisor on deal
intercreditor agreement is
agreement btwn creditors to agree on specific treatment of debt and order in which they’ll be paid
