Ch 2 Deck 20

Question 1

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of accounts?

Answer 1

institutional accounts

Question 2

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of purchasers?

Answer 2

qualified purchasers

Question 3

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of buyers

Answer 3

qualified institutional buyers

Question 4

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of companies

Answer 4

investment companies

Question 5

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what types of securities

Answer 5

exempted securities

restricted securities

Question 6

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to offshore

Answer 6

regulation S Offerings

Question 7

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to what type of financial institution

Answer 7

banks

Question 8

Rule 134 communications must state where

Answer 8

preliminary prospectus may be found

Question 9

Rule 134 communications must state that the securities

Answer 9

cannot yet be sold

Question 10

Rule 134 communications must state that offers to buy

Answer 10

cannot be accepted until registration date

Question 11

DPP rollup disclosure documents must include these issues affecting deal

Answer 11

risk factors

Question 12

DPP rollup disclosure documents must include general partner’s

Answer 12

belief in the fairness of the transaction

Question 13

DPP rollup disclosure documents must include these regarding fairness

Answer 13

reports or opinions

Question 14

One way to qualify as a seasoned issuer is to have a public float of

Answer 14

$75M

Question 15

One way to qualify as a seasoned issue is to be

Answer 15

listed on a national securities exchange

Question 16

Rule 139 allows research reports by participating broker dealers during the registration period if they are issuer specific reports on

Answer 16

a WKSI or Seasoned Issuer

Question 17

Rule 139 allows research reports by participating broker dealers during the registration period if they are general industry reports which

Answer 17

include the issuer and security but also comparable companies

Question 18

Rule 138 allows research reports by participating broker dealers during the registration period if the report is about a

Answer 18

different kind of security (stock vs. convertible debt)

Question 19

QIB’s must manage at least

Answer 19

$100M in assets

Question 20

QiB’s include these entities

Answer 20

Insurance
Investment companies
Pensions
Banks

Question 21

Regulation A exemption amount is

Answer 21

$5M over 12 months

Question 22

How much of a regulation A offering can be from sale of company insiders?

Answer 22

no more than $1.5M

Question 23

In a DPP Rollup, FINRA members can receive compensation for soliciting votes or tenders from participants if (1/3) if compensation is payable and equal in amount

Answer 23

regardless of how participant ends up voting

Question 24

In a DPP Rollup, FINRA members can receive compensation for soliciting votes or tenders from participants if (2/3) if compensation does not exceed

Answer 24

in the aggregate 2% of exchange value of securities

Question 25

In a DPP Rollup, FINRA members can receive compensation for soliciting votes or tenders from participants if (3/3) if compensation is paid regardless

Answer 25

of whether participants reject rollup

Question 26

To be eligible to take advantage of a Regulation A exemption, must be an issuer from

Answer 26

US or Canada

Question 27

To be eligible to take advantage of a Regulation A exemption, must not be from

Answer 27

a foreign country (no foreign issuers)

Question 28

To be eligible to take advantage of a Regulation A exemption, must have a legitimate

Answer 28

business plan

Question 29

To be eligible to take advantage of a Regulation A exemption, cannot be an

Answer 29

SEC reporting company

Question 30

To be eligible to take advantage of a Regulation A exemption, cannot be this type of company

Answer 30

investment company

Question 31

To be eligible to take advantage of a Regulation A exemption, cannot be

Answer 31

disqualified