Series 79 - Additional Useful Information Flashcards
(21 cards)
Preliminary proxy must be filed with the SEC at least ___________ prior to filing of a definitive proxy.
10 CALENDAR days
Definitive proxy must be filed with the SEC and sent to shareholders at least _______ prior to the shareholder meeting.
20 CALENDAR days
A tender offer must be made available to shareholders for at least _______. The 14D-9 target board response is due within ________ of the commencement of a tender offer.
20 BUSINESS days; 10 BUSINESS days
Final syndicate settlement must occur within ____ days following the syndicate settlement date
90 days
A currency transaction report must be filed within ____ days of cash deposit in excess of $10,000
15 days
A suspicious activity report must be filed within ____ days of learning of suspicious activity.
30 days
A press release to announce a transaction is defined as a prospectus and must be filed with the SEC no later than _______.
the date of first use
How is a synergies adjusted multiple calculated?
(EBITDA*Purchase Multiple)/(EBITDA+Synergies)
In a PIPE (private investment in public equity) offering…
investors commit to purchase a certain number of restricted (unregistered) shares from a public company at a specified price
A greenshoe is an overallotment option which is exercised at the discretion of the ____, not the _____.
underwriter; not the issuer
When marketing an IPO, the red herring must be delivered to investors at least _______ prior to confirming the sales of securities
48 hours
Ineligible Issuers include:
(1) a company not current with its SEC filings
(2) a company that has filed for bankruptcy in the past three years
(3) a blank check company
* *ineligible issuer CANNOT use a free writing prospectus**
In a fixed price offering, all investors must pay _____. Only participants in the underwriting can pay _____.
the public offer price; a discount
Teaser always include the contact information of…
the sell side adviser
An investment company is NOT a…
WKSI
A Private Placement Memorandum is required for non-accredited investors unless the private placement is for less than _______.
$5 million
Who appoints the UCC in a Chapter 11 bankruptcy?
US Trustee (part of Dept of Justice)
Who might a DEIP hire to run a Section 363 sale?
might hire a broker-dealer
The “all holders, best price” rule prohibits a purchaser in a tender from…
offering better terms to large shareholders
In a 2 step merger, shareholders…
DO NOT VOTE
A/R Days is a measure of….
how long customers take to pay for products
