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Flashcards in Federal Securities: The Registration Process Deck (7)
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1

Requirements and Basic Procedure

1933 Act covers
- IPOs
- Seasoned Offerings
- Secondary Offerings
Basic Procedure
- file with SEC
- 20 days for approval, during which "red herring" disseminated
- deemed "effective" sale can begin
Distribution:
- Product >Manufacturer>Wholesaler>Retailer>Customer
- Security>Issuer>Underwriter>Broker>Investor

2

Basic Legal Framework

Prefiling
- before filing with SEC
- cannot offer to sell
Waiting Period
- waiting on SEC
- oral offers and certain types of written offers, but cannot sell
- "red herring" prospectus
- "tombstone ad"
- Name of Issuer
- Full title of security
- Brief description of company
- Price Range of Security
- Managing Underwriter
- Expected date of issuance
- other minor items
Post-Effective Period
- Issue and sell

3

Contents of Registration Statements

- Audited financials
- names of issuer, directors, officers, underwriters
- risks
- description of issuers business
- description of security and intended use

4

Disclosure

- red herring first
- then real prospectus must be given with securities

5

SEC Review

- seasoned issuers earlier than 20 days
- first time issuer, longer than 20 days
- SEC makes no guarantee of the merits of the security

6

Shelf Registration

- 2,000 largest firms single registration statement covering multiple issuances over next three years

7

Securities Offering Reform Program

- firms are so widely followed that registration statement doesnt add value
- created "well known seasoned issuers"
- reporting for at least 1 year
- Form S-3 or Form F-3
- $700 million of worldwide public common equity float
- or issued $1 billion of debt in last 3 years
Free Writing Prospectus
- supplement to written and approved prospectus
- emerging growth companies created by jobs act of 2012

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