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Major advantages of an S Corp. vs. a C Corp.
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S Corp. may elect to be treated like partnerships for federal tax purposes. This means no double taxation; C corps must pay corporate taxes on its income, while their shareholder (ownerrs) must pay personal income taxes on any profits received (dividends).
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FCF (to Equity)
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Net Income + D&A - Capex +/- change in NWC (add a decrease or subtract an increase)
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What is the % of ownership amassed in a tender offer that requires the owner to file a Schedule TO?
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5%. Any person who makes a tender offer and becomes the owner of more than 5% of the outstanding shares of company is required to file a Schedule TO as soon as practical on the commencement date.
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When is a 13D filing required?
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A 13D filing is made within 10 days when a person or group of persons acquires ownership of more than 5% of a company's equity.
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13D Filing vs. Schedule TO
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Both triggered when person acquires more than 5% of outstanding share of a company through a TO. Schedule TO must be files as soon as practical, whereas a 13-D filing was be done in 10 days.
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Mini Tender Offer
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Tender offer where less than 5% of equity is accumulated.
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What is the minimum open tender offer period?
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20 days business days
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Maximum amount of a Regulation A offering exemption?
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$5,000,000 (within a 12-month period), with no more than $1,500,000 being sold on behalf of existing shareholders. Reg. A governs offerings of $5mm or less (small issues), which qualify for simplified registration (i.e. an exemption from the registration and prospectus requirements of the '33 Act). Although exmepted, the company must still file a Form 1-A offering statement with the SEC. If there is no delaying action or suspension, the offering statement is considered qualified with the SEC on the 20th calendar day after the filing.
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1 / Earnings Yield gets ...
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P/E Ratio
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PEG Ratio
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P/E Ratio / Growth Rate (as a whole number not as a decimal!) The assumption is that the P/E Ratio should equal the growth rato, making for a PEG Ratio of 1.0. A ratio of higher than 1.0 may indicate an overpriced stock, while a ratio of less than 1.0 may suggest that the stock is undervalued.
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Painting the Tape
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Technique whereby individuals, acting in concert, repeatedly sell a security to one another without actually changing ownership.
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When can a representative guarantee a customer against investment losses?
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Under no circumstances!
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Green Shoe Clause (a.k.a "Over-Alottment Option")
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A clause in an underwriting agreement of an IPO that allows the syndicate to sell up to 15% more of an issue than was originally available, and acquire those shares from the issuer. Reason - robust demand and over-subscription.
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What is the effective date of a registration statement filed wih the SEC?
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20th calendar day after the registration statemnt is filed.
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FCFF (Free Cash Flow to the Firm) (a.k.a cash flow available to all capital providers)
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EBIT + D&A - Capex +/- change in NWC (from current year to last)
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