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19 Cards in this Set
- Front
- Back
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Registration Statement
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an issuer must file with the SEC disclosing material information about the issue.
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Tombstome advertisements
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tombstone ads will show the anticipated gross proceeds of an issue. A final prospectus will show both the gross and net proceeds to the issuer.
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Investment Bank
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a broker/dealer that underwrites new issues.
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IPO
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Initial Public Offering: Companies going public by selling common stock to the public for the first time.
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Primary offering
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company goes public; underwriting proceeds go to the company.
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Secondary offering
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company goes public; underwriting proceeds go to the selling stockholders.
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private placement
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when the issuing company, usually with the assistance of its investment bank, sells securities to private investors as opposed to the general investing public.
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AON
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All or Non underwriting; the issuing corporation has determined that it wants an agreement outlining that the underwriter must either sell all of the shares or cancel the underwriting.
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mini max offering
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a best efforts underwriting with a floor and a ceiling on the dollar amount of securities the issuer is willing to sell.
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underwriting proceeds
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the price at which an underwriter buys shares from an issuer
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POP
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Public offering price; price the investors pay for an issue
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The underwriting spread
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difference between the underwriting proceeds (price the underwriter pays for an issue) and pop (public offering price(price the investor pays))
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regulation A
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permits companies to raise up to 5 million dollars within a 12 month period without full registration.
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regulation D
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The SEC does not require registration of an offering if it is privately placed with:accredited investors that do not need SEC protection; or a maximum of 35 individual (Nonaccredited) investors
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Accredited Investor
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defined as one who has:
a net worth of $1 million dollars or more; has had an annual income of $200,000 or more in each of the two most recent years. |
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Lettered Stock or legend stock
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a private placement of stock
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control securities
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those owned by directors, officers, or persons who own or control 10% or more of the issuer's voting stock.
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restricted securities
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those acquired through some means other than a registered public offering. A security purchased in a private placement is a restricted security.
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short swing
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when an insider profits on securites which have been held for 6 months or less, the proceeds must be returned to the company.
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