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When does the SEC review registration statements?
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Lenght of period is 20 days
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How is a Syndicate formed?
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A group of underwriters
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What is included in the Registration Statement?
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Backgorund on the issuere
background of officers
amont of $$ to me raised
use of proceeds risk
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Explain a Firm Commitment Underwriting
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Syndicate purchases entire issue and attempts to sell to entire issue to the public
underwriter acts on a principal basis( they assume the risk
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Explain "Best Efforts"
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Underwriter makes a best efforts to sell as much of the issue as possible
underwriter act on an angency basis ( no risk)
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How long will the cooling off period last?
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20 DAYS
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What are some of the activities during the cooling off period
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SEC reviews reg statment 20 DAYS
Preliminary prospectus (red Herring ) is set to investors
state securitties registration (BLUE SKY LAWS)
Due diligence meeting
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List the types of state securities registrarion.
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Filing notification
Coordination
Qualification
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What is listed on the Preliminary Prospectus?
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Contains price range only
not binding on anyone
money cannot be accepted during cooling off period with perliminary prospectus
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Preliminary Prospectus is also know as..?
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Red Herring
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What is a preliminary Prospectus used for?
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Not a final prospectus used to obtain indication of interest
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What happens in the Post-Registration Period?
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Final sale can be made
final prospectus is issued
single price
SEC No- approval clause
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True of false can you book a sale with a Preliminary Prospectus?
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FALSE - the prelimaniry prospectus is only states the price range therefore cannot be use. You must have a final prospectus to book a sale.
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True or false is Stabilization the Only legal form of market manipulation?
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TRUE-underwriters can enter stabilzing bids ot "prop up" (Manipulate) the price of new issues(primary maket) if needed.
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What is Strictly Prohibited in the Primary market?
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Free Riding & withholding
Selling to Prohibited persons
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