- Study guides, Class notes & Summaries

Large accelerated filers correct answers subject to same size requirement as well seasoned issuers - $700 M of worldwide non affiliate market cap (voting and non-voting stock) Schedule 14A correct answers called the "proxy statement". It is required under the '34 Act prior to a regular or special shareholder meeting. The information in the proxy must be filed on 14A before soliciting a shareholder vote. Regulation A+ correct answers Regulation A+ exempts the registration of small securi...

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17 pages

Written in 2024/2025

Grade A+

SirAnton

A corporation that elects to pass corporate income and losses to its shareholders is known as a(n) correct answers S Corporation Asset Backed Securities could be backed by all of the following EXCEPT correct answers corporate equipment In a Direct Participation Program, which of the following types of compensation paid to brokers are considered underwriter's compensation? correct answers I. Sales commissions IV. Continuing fees and trail commissions When are management presentations t...

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15 pages

Written in 2024/2025

Grade A+

SirAnton

order of events in IPO correct answers 1) Bake off 2) Win mandate 3) Sign Engagement Letter 4) File Registration Statement 5) Book build/marketing 6) Go effective (shares registered) 7) Confirm Allocations and distribute required rate of return correct answers Another name for the discount rate. Under Rule 144A, which of these investors would NOT be considered a qualified institutional buyer? correct answers A financial services firm with $130mm in assets. - QIB is defined as any ...

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24 pages

Written in 2024/2025

Grade A+

SirAnton

§338 (including its various subsections such as §338(h)(10) of the Internal Revenue Code correct answers permits, if all conditions are met, a stock sale to be treated as an asset sale for tax purposes. This allows the seller the benefits of a stock sale (i.e. clean exit of the business) and provides the buyer with potential value enhancement from the tax shield generated from the asset step-up. DEFM14A correct answers SEC filing code for a merger proxy. A solicitation of shareholder votes ...

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4 pages

Written in 2024/2025

Grade A+

SirAnton

A "confidential proxy" will be kept confidential by the SEC -Until the date of the shareholder vote -Until the date the S-4 becomes effective -Until the definitive proxy is filed correct answers Confidential until the definitive proxy is filed *If a preliminary proxy is marked "confidential" and follows the rules, its information may be kept confidential (not disclosed publicly) until the definitive proxy is filed. This can help to prevent information from leaking until it is sent to sha...

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6 pages

Written in 2024/2025

Grade A+

SirAnton

Corporate Insiders correct answers An officer, director, or > 10% shareholder Trust Indenture correct answers Details obligations of issuer and rights of bondholders, between trustee and issuer Affirmative Covenants correct answers Require issuer to perform certain actions (e.g. submit SEC filings, pay taxes) Negative Covenants correct answers Prohibit certain actions (e.g. paying special dividends) Financial Covenants correct answers Require issuer to maintain a certain credit pr...

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4 pages

Written in 2024/2025

Grade A+

SirAnton

Financial maintenance covenants require borrower to... correct answers maintain or improve its credit profile by repaying debt and/or growing cash flow company executives that must participate when seeking a buyer correct answers CEO and CFO Which of the following transactions in association with the sale of a new issue of securities is prohibited? correct answers Underwriting group members making allotments to their customers only if such customers agree to make some comparable purchase i...

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7 pages

Written in 2024/2025

Grade A+

SirAnton

earnings yield correct answers EPS/Price or 1/PE P/E correct answers Price/ EPS Operating Leverage correct answers High levels of operating leverage exist when a firm's cost structure is primarily made up of fixed costs with low corresponding variable costs. This means that for a $1 increase in sales, the net income of the firm will rise substantially because there is little variable cost (cost of goods sold) to reduce their profitability. Valuable info of fairness opinion correct answ...

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12 pages

Written in 2024/2025

Grade A+

SirAnton

Invested Capital correct answers Average Equity + Average Net Debt Return on Assets (ROA) correct answers Net Income / Average Assets Return on Equity (ROE) correct answers Net Income / Average Stockholders' Equity Return on Invested Capital (ROIC) correct answers Adj. EBIT / Invested Capital Or EBIAT / Invested Capital Return on Capital (ROC) correct answers Net Income / Invested Capital Accounts Receivable Turnover correct answers Sales / Average Accounts Receivable Days S...

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13 pages

Written in 2024/2025

Grade A+

SirAnton

Rank the following events in the order in which they occur in an M&A auction process :I. Seller gives a potential acquirer a tour of the key facilities II. Seller announces signing of a Definitive Agreement III. Buyers receive the Final Procedures Letter IV. Buyers submit final bids correct answers 1,3,4,2 In an M&A transaction, key process documents typically follow this order: 1. Seller signs an engagement letter with an adviser. 2. Seller delivers a Teaser to each potential acquirer ...

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9 pages

Written in 2024/2025

Grade A+

SirAnton

1 Exam (elaborations) Benchmark series 79 questions n answers graded A+ 2 Exam (elaborations) Knopman Marks Series 79 Class Summary questions with answers 2024 3 Exam (elaborations) series 79 fully solved graded A+ 2024 passed 4 Exam (elaborations) Series 79 correctly answered(2024)

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48 items

BravelRadon

Benchmark series 79An investor in Georgia acquired securities under a rule 147 intrastate offering and has now held them for eight months. Which of the following is true of the investors position? - correct answer The shades can be sold to another investor but may require a registation or exemption Rule 147 prohibits - correct answer The sale of securities to non-state residents for 6 months. Once 6 months have elapsed, the shares can be sold out of state, but must either be registered in tha...

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3 pages

Written in 2023/2024

Grade A+

BravelRadon

Knopman Marks Series 79 Class SummaryHow Many Days Before the Definitive Proxy is Filed With the SEC Must the Preliminary Proxy Be Filed with the SEC? - correct answer 10 calendar days PRE14A - correct answer preliminary proxy DEF14A - correct answer definitive proxy When Must the Definitive Proxy Be Filed With the SEC and Sent to Shareholders? - correct answer at least 1 calendar days prior to the shareholder meeting For How Long Must a Tender Offer be Available to Shareholders? - c...

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26 pages

Written in 2023/2024

Grade A+

BravelRadon

series 79what is most useful when valuing divisions of public companies - correct answer EV/EBIT preemptive bid - correct answer A negotiated sale is often initiated by the buyer as a way to preempt an auction. This is called a preemptive bid. If it is based on the value of perceived synergies between the two companies, directors of the acquiring company may be justified in paying a higher price for the target than competitors (who lack the same synergies) would be willing to pay. It's very ...

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57 pages

Written in 2023/2024

Grade A+

BravelRadon

Series 79Statutory disqualification - correct answer convicted in the past 10 years of any crime involving funds or securities OR expulsion from an SRO, SEC, CFTC, or any other regulatory agency Waiting period after failing Series 79 - correct answer 30 days for the first and second attempt, 180 for each subsequent attempt Continuing education - correct answer starts on second anniversary and every three years after; if not completed in 120 days, person will become inactive; registered per...

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21 pages

Written in 2023/2024

Grade A+

BravelRadon

Series 79Best Efforts Underwriting - correct answer the type of underwriting in which the underwriter sells as much of the issue as possible, but can return any unsold shares to the issuer without financial responsibility. The underwriter is acting as an agent, not a principal Mini-Max Offering - correct answer A best efforts underwriting setting a floor or minimum, which is the least amount the issuer needs to raise in order to move forward with the underwriting and a ceiling or maximum on t...

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15 pages

Written in 2023/2024

Grade A+

BravelRadon

Series 79 SEC Rule 14d-10 - correct answer provides for equal treatment of shareholders in a tender offer, and is also called the best price rule. A bidder is required to treat shareholders equally by making the offer open to all of them for the same period, and at the same price. An exception or safe harbor is granted for changes in comp arrangements for executives of the company provided that the arrangements are made by a majority of independent board members. The board will perform this fun...

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67 pages

Written in 2023/2024

Grade A+

BravelRadon

Series 79Don’t have to register securities if - correct answer 1. securities are exempt 2. Transaction is exempt C Corp - correct answer Big corp Can file to be public Does not pass through gains & losses to shareholders (pays corporate income tax) Anyone can invest Taxed at favorable rates if held for more than 1 year S Corp - correct answer Small corp Max 100 shareholders Ineligible to list on exchange PAss through gains & losses to shareholders (does not pay cor...

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39 pages

Written in 2023/2024

Grade A+

BravelRadon

Series 79Form 3 + Filing Deadline - correct answer Individual becomes corporate insider (O, D, S/H > 10%). File within 10 days Form 4 + Filing Deadline - correct answer Corp. insider changes holdings. File within 2 biz days Form 5 + Filing Deadline - correct answer Corp insider reports transactions in sec's not in public market 45 calendar days of fiscal year end. 13D + filing deadline - correct answer Statement of beneficial ownership of greater than 5% - active investors. 10 ca...

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5 pages

Written in 2023/2024

Grade A+

BravelRadon

Series 79 - Ch 2 VC - correct answer Funds or wealthy individuals who provide seed capital for new businesses. PE - correct answer Funds or wealthy individuals who provide capital to more established businesses (most amount of ownership given up). PIPE - correct answer Where an existing public company raises additional equity capital by doing a private placement (value of stock typically goes down once this is announced because there are more shareholders). Piggyback Registration Right...

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7 pages

Written in 2023/2024

Grade A+

BravelRadon