Series 79 Review

124 cards   |   Total Attempts: 188
  

Cards In This Set

Front Back
Major advantages of an S Corp. vs. a C Corp.
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).
FCF (to Equity)
Net Income + D&A - Capex +/- change in NWC (add a decrease or subtract an increase)
What is the % of ownership amassed in a tender offer that requires the owner to file a Schedule TO?
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.
When is a 13D filing required?
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.
13D Filing vs. Schedule TO
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.
Mini Tender Offer
Tender offer where less than 5% of equity is accumulated.
What is the minimum open tender offer period?
20 days business days
Maximum amount of a Regulation A offering exemption?
$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.
1 / Earnings Yield gets ...
P/E Ratio
PEG Ratio
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.
Painting the Tape
Technique whereby individuals, acting in concert, repeatedly sell a security to one another without actually changing ownership.
When can a representative guarantee a customer against investment losses?
Under no circumstances!
Green Shoe Clause (a.k.a "Over-Alottment Option")
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.
What is the effective date of a registration statement filed wih the SEC?
20th calendar day after the registration statemnt is filed.
FCFF (Free Cash Flow to the Firm) (a.k.a cash flow available to all capital providers)
EBIT + D&A - Capex +/- change in NWC (from current year to last)