Series 79

Front 1

WKSI

Back 1

Well known seasoned issuer. Need $700 million global float held by non-affiliates, of $1,000 in non-convert debt in the previous 3 years.

Front 2

Form S-3

Back 2

Need to have filed less than 30% of your public float in the previous 12 calendar months. Have a class of common stock listed on a national securities exchange, be a seasoned issuer, have made all required SEC filings for at least 12 month and have not sold more than one-third of your public float over the previous 12 months

Front 3

Reg M 101 and 102

Back 3

101 is for distribution participants (ie banks) and 102 is for issuers, selling security shareholders and affiliated purchasers.

Rules 101 and 102 of Regulation M address notification requirements for offering participants. The rules specify that offering participants are required to make notification to FINRA for distributions of both listed and unlisted securities, and such notice is required whether or not a restricted period applies. The notice must include the basis for the determination of the length of the restricted period which, depending on the liquidity of the issuer's stock, could begin 5 business days or 1 business day before pricing of a new issue.

Odd lots transactions (typically less than 100 shares) during the applicable restricted period may be completed by offering participants in accordance with applicable written policies and procedures defined by Regulation M. This is allowed because they are not likely to influence the price of the security.

101 does not apply to shares with ADTV of at least $1 million and a public float of $150 million

Reg Mrequires FINRA notice of restricted periods for distribution participants andalso the price of the security for which a restricted period applies.Furthermore, if a syndicate intends to stabilize the offering by conductingpenalty bids or covering transactions, additional FINRA notice is required. Thewithdrawal of quotes by market makers in subject OTC equity securities does notrequire FINRA notification. `"VRada1I0GU@Royal Bank of Canada Root CA-AC CenB

Front 4

Regulation FD

Back 4

Under reg FD, all intentional disclosure must be disseminated at the same time. if it is unintentional, you have the later of 24 hours or the open of the next trading day

Front 5

144

Back 5

An exemption from the '33 Act and permits the resale of restricted or control securities to the public

Front 6

Personal Gifts Exemption

Back 6

150 total

Front 7

Securities act of 1934

Back 7

Contains anti market manipulation rules

Front 8

U-5 Notice

Back 8

When a rep is fired or terminated. needs to be within 30 days. if terminated with cause than 10 days

Front 9

Free writing prospectus

Back 9

term sheets, etc

general marketing materials that arent an official prospectus, must be filed after the prospectus and cant be contradictory

Front 10

Audits in a reg statement

Back 10

need at least 2 years of the most recent audits, no unaudited BS allowed

Front 11

Subchapter S

Back 11

pass through

no more than 100 shareholders

just one level of federal taxes

can be individuals

must be domestic

cant be listed

Front 12

Corporate insider dumping

Back 12

Lower of 1% of shares outstanding

Average weekly trading volume over the previous 4 weeks

Front 13

Underwriting Spread

Back 13

Price paid to the issuer and the public offering price

Front 14

Pricing of t-bonds vs t-bills

Back 14

t-bonds are quoted in 32s and t-bills are annualized discount percentage or basis.

T-bills are a year or less

t notes are two to ten years

t bonds are 10 to 30 years

Front 15

Unemployment rate

Back 15

lagging because it comes after a cycle

Front 16

initial bid letter

Back 16

Key assumptions to arrive at the stated purchase price• Structural and other considerations• Information on financing sources• Treatment of management and employees• Timing for completing a deal and diligence that must be performed• Key conditions to signing and closing• Required approvals• Buyer contact information

Front 17

Cooling period

Back 17

The waiting period is defined by the registration statement and effectiveness. It begins with the filing and ends when the SEC declares the registration effective. During this time, the issuer and related parties may communicate with the public to gauge the demand for the offering.

Front 18

securities of 1934

Back 18

requires all securities and peeps who trade on them to be registered

Front 19

Earnings yeild

Back 19

dollar of earnings to a dollar of price, inverse of EPS

Front 20

DJIA

Back 20

retail, financial and technology

Front 21

OSJ And Inspection

Back 21

FINRA requires that each member firm conduct an annual review of its OSJs. This review must be designed to assist in detecting and preventing violations of, and achieving compliance with, applicable securities laws and regulations. Each member firm must inspect at least every three years each branch office that does not supervise one or more non-branch locations.

Front 22

market Out clause

Back 22

a market out clause within an underwriting agreement describes the circumstances under which an underwriter can cancel a purchase agreement without penalty.

Front 23

HSR (Hart-Scott-Rodino)

Back 23

Depending on the size of the transaction, the HSR Act requires both parties to an M&A transaction to file respective notifications and report forms with the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ).

Front 24

Report change in AML person

Back 24

within 30 days of the change

Front 25

Selected dealer agreement

Back 25

A selected dealer agreement specifies the terms between the managing underwriter and the selling group members. Selling group members act as agents because they have no financial responsibility for unsold securities. Distributions subject to a selected dealer agreement include both registered and exempt securities (e.g. municipal bonds).

Front 26

Restricted and control securities under Rule 144 are

Back 26

-Investors traditionally are granted or receive restricted securities through private placement offerings, Regulation D offerings, Employee Stock Ownership Plans (ESOPs), as compensation for professional services, or in exchange for providing venture capital funding. Control securities are owned by a corporate insider and can be acquired either via a private sale or in the open market.

-Generally,corporate insiders are limited in the amount of securities they can sell overany 90 day period. However, if the individual has not been an insider for aperiod of at least 3 months and the shares have been held for at least oneyear, they can be freely sold. This is an exception to the rule. REG D is for accredited investors, 144A is for QIBS,

Front 27

Debt to cap for this junk is based on book value

Back 27

s

Front 28

'Schedule 14D-9'

Back 28

-From the company in response to a TO

-Must be filed within 10 business days of the TO being filed

Front 29

Schedule TO

Back 29

parties who will own more than five percent of a class of the company’s securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC. The SEC also requires any person acquiring more than five percent of a voting class of a company’s Section 12 registered equity securities directly or by tender offer to file a Schedule 13D.

Front 30

Designated market maker

Back 30

used in NYSE

Front 31

Eurodollar Bonds

Back 31

issued in a country outside of the United States but denominated in U.S. dollars. Because Eurodollar bonds are issued outside the U.S. they are not subject to registration with the SEC.

Front 32

monetary vs fiscal

Back 32

monetary is interest rates and money supply, fiscal is taxation

Front 33

Trust Indenture Act of 1939

Back 33

The Trust Indenture Act of 1939 requires corporate issuers to appoint an independent trustee to act for the benefit of the bondholders. It also requires that corporate issuers periodically file financial information with the SEC. Applies to bonds over $5 million and dictates that you need a written doc, and also that you need a trustee who can take the assets in the case of insolvency

Front 34

Current ratio

Back 34

current total assets to current total debt

Front 35

Reg A

Back 35

Regulation A allows a simplified issue process for small offerings. The maximum size of the offering can by no more than $5 million per issuer for any 12 month period, and an offering circular of condensed highlights is permitted instead of a full prospectus.

Front 36

Reg statement under Securities Act of 1933

Back 36

-mostly registration. "truth in securities"

A registration statement must disclose holders of 10% or more of any class of stock of the issuer, as of 20 days prior to registration. This includes different series of common stock and any preferred stock.

Front 37

Act of 1934 affiliated purchasers

Back 37

- only through one broker-dealer

-no more than 25% ADTV

The Securities Exchange Act of 1934 regulates secondary market transaction and firms and reps involved in the sale of outstanding securities. Withholding material information when recommending that a customer make a trade in an outstanding issue of securities is a violation of the Act of 1934. Failure to disclose information relevant to the sale of a new security or indicating that a new issue is approved by the SEC is a violation of the Act of 1933, which deals with primary market transactions.

Front 38

S-1

Back 38

Form S-1 may be used for any newly issued securities. It does not impose the limiting qualifications of other registration forms, such as the short-form S-3. As F-1 is the equivalent form for foreign companies

Front 39

NYSE trading standards

Back 39

Companies that trade on the NYSE must meet standards for continued listing. These standards are somewhat less strict than those required for initial listing. A company cannot delist its stock without notification to the NYSE and approval from the SEC. The NYSE, however, can delist a company’s stock if it determines it has not met listing standards, or if its continued listing is not in the best interest of shareholders. A company’s share price cannot fall below $1 to maintain NYSE listing. NYSE listed companies must provide annual reports to shareholders

Front 40

How long before a definitive proxy is sent to shareholders do you have to file a preliminary proxy with the SEC

Back 40

Preliminary proxies must be filed with the SEC at least 10 calendar days before the definitive proxy is sent to shareholders. Any revisions made to the preliminary proxy will not require a restart of this 10-day period, unless they are material or constitute a fundamental change.

Front 41

FINRA 5131

Back 41

A member firm with returned shares can use the shares to cover a short, allocate them to investors randomly or donate the profits to charity (anonymously). The shares cannot be placed in the member firm's investment account.

Front 42

Firm Element of CE training

Back 42

On an annual basis, a broker-dealer is required to conduct a needs analysis and training plan for the delivery of Firm Element training.

Front 43

Regulatory element of CE

Back 43

Designate a contact person to receive Regulatory Element emailnotificationsRestrict CE inactive persons from performing prohibitedactivitiesReview quarterly Regulatory Element performance reports todetermine topics where additional training may be needed

Front 44

FINRA Rule 5130

Back 44

UnderFINRA Rule 5130, a restricted person may participate in a fixed price IPO onlyif that person represents that they are not a restricted person. Thisrepresentation must have been obtained within the 12 months prior to the sale.

Front 45

FINRA Rule 2810 (DDPs)

Back 45

FINRARule 2810 covers underwritings of Direct Participation Programs (DPPs) offeredto the public. These programs typically are structured as partnerships to passrevenues and tax deductions directly through to limited partners. Expenses inlcuded in Offering and org expenses: Due Diligence expenses of the offering, Bona Fide issuer expenses, Underwriting comp. these are limited to 15% of the offering proceeds. Underwriting comp is limited to 10%

Front 46

# of principals in a general securities firm

Back 46

FINRAgenerally requires that general securities firms have a minimum of twoprincipals. They must also have access to a Financial and Operations Principal.

- need at least 1 at each OSJ

Front 47

Statutory disqualification

Back 47

Not all persons subject to statutory disqualification are barred from the industry, because firms may request relief from eligibility if they wish to sponsor a person subject to statutory disqualification. If an exemption is not available, the person may be disqualified for 10 years. Statutory disqualification may disqualify a firm or individual from the securities industry. When a firm learns of a statutory disqualifying event, it must update the U-4 within 10 days.

Front 48

GDR, GDS, ADR, ADS

Back 48

GlobalDepository Receipts (GDRs) are blank certificates issued by a bank thatrepresent shares of a stock that are traded on a foreign stock exchange. GlobalDepository Shares (GDSs) refer to the individual shares of a GDR. AmericanDepository Shares (ADSs) refer to the individual shares of an ADR. Though ADSsrepresent claims on foreign shares, they are subject to fluctuations incurrency prices. American Depository Receipts (ADRs) are used by non-U.S.companies to enable U.S. investors to purchase shares of their company’s stockand for that stock to trade on a U.S. stock exchange. ADRs are issued by a U.S.depository bank and are quoted and pay dividends in U.S. dollars. gHXkR

Front 49

CE requirements

Back 49

need 120 days after 2 years, and then every three years thereafter. if you leave for more than 2 years, theindividual is subject to the Regulatory Element as if entering the program forthe first time. The individual would be required to complete the program withina120-day period that commences with the second anniversary of the newsecurities registration, and every three years thereafter. &39-11DE-9D20-001D09FA5A1C}

Front 50

Subchapter C companies

Back 50

Subchapter C corporations are recognized as separate taxpaying entities by the IRS. Their profit is taxed at the corporate level when earned and also taxed to shareholders when dividends are paid. Put another way, they do not pass through gains and losses to shareholders.

Front 51

DEFM14A

Back 51

DEFM14Ais the definitive proxy statement filed by a target company in order to obtainapproval from its shareholders for a given deal through a vote at a shareholdermeeting. The proxy statement contains a summary of the background and terms ofthe transaction, a description of the financial analysis underlying thefairness opinion(s) of the financial advisor(s), a copy of the definitivepurchase/sale agreement (“definitive agreement”), and summary and pro formafinancial data (if applicable, depending on the form of consideration).

Front 52

re-trade

Back 52

the bidder re-bids at a later point in the process at a lowerprice

Front 53

Internal Revenue Code 388(h)(10)

Back 53

A stock sale

Front 54

Third market

Back 54

broker-dealers making markets in listed stocks

Front 55

Small Reporting Company

Back 55

$75 million public float

Front 56

Regulation D offerings

Back 56

A Rule 504 private placement is restricted in size ($1 million per 12 months) and may not be advertised to the general public. Securities must be restricted from resale to the public without registration. Often, these offerings are registered some time after capital is raised, so that holders can resell them into the public market.

Front 57

Parts of the 10-K

Back 57

Part I of the 10-K gives an overview of the business; Part II contains numbers and analysis; Part III describes the important people; Part IV holds exhibits and schedules.

Front 58

Suitability Rule

Back 58

The Suitability Rule requires reasonable effort to obtain specific customer information before order execution. In an offering, execution normally occurs when the offering becomes effective and securities are purchased. Fornon-institutional clients, the only type of transaction in which customersuitability information is not required is in money market mutual funds.

FINRARule 2111 imposes requirements on members who allow institutions to opt out ofsuitability information requirements through an affirmative indication. Theinstitution must exercise independent judgment and be capable of evaluatingrisks independently.

Front 59

Confirmation of a Debt Security

Back 59

The confirmation for a debt security must include the date and time of the transaction, the dollar price or yield at which the transaction was effected, and information about any possible calls or redemptions prior to the maturity that may impact the debt security.

Front 60

FINRA Fines

Back 60

Arepresentative or firm that has been fined due to disciplinary action must payany fine promptly to FINRA. If the fine has not been paid and FINRA issues awritten notice, the fine is payable within 7 days. If it is not paid after thenotice, the representative of the firm may be subject to suspension orrevocation of registration. A disciplined firm or associated person is alsoliable for costs of the proceeding as determined by the Adjudicator. ON`VZ8ed1bnz

Front 61

Large Accelerated Filer

Back 61

SEC filer classifications are determined at the end of the second quarter of each fiscal year. This value then determines the company’s category and filing deadlines for the next full fiscal year.

Front 62

QIB

Back 62

Individuals must meet either an asset test or an income test to qualify as accredited investors. The asset test is $1 million and the income test is $200,000 for a single person or $300,000 for married couples at the time of purchase.

Front 63

MD&A

Back 63

I. Liquidity II. Capital resources III. Results of operations IV. Off-balance sheet arrangements

Front 64

Arbitration

Back 64

Whenthe amount of money in dispute exceeds $100,000 the size of the panel is three,unless the parties agree in writing to one arbitrator. FINRA randomlydesignates a chairperson from an arbitration chairperson list they maintain. Ifthere is a single chairperson arbitrator for a case, that person is always fromthe public arbitrator list if the dispute involves a customer. Simplifiedarbitration rules apply for case of $50,000 or less.

Front 65

Intrastate Exemption

Back 65

Theexception provided for intrastate broker-dealer activity is very narrow. Toqualify, all aspects of all transactions must be done within the borders of onestate. This means that, without SEC registration, a broker-dealer cannotparticipate in any transaction executed on a national securities exchange orNasdaq. Also, information posted on the Internet that is accessible by personsin another state would be considered an interstate offer of securities orinvestment services that would require Federal broker-dealer registration.There is no intrastate exception from registration for municipal securitiesdealers or government securities broker dealers.

Front 66

Regulation A

Back 66

Rule 256 sets forth the guidelines for the filing of sales materials in connection with a Regulation A offering. These materials can include scripts for advertisements or written communication, as well as radio or television broadcasts. Seven copies of any advertisements or written communication must be filed with the main Office of the Commission.

Front 67

Quiet Period

Back 67

During the waiting period or quiet period, communications generally are limited to the preliminary prospectus (red herring), tombstone ad, and a conforming road show presentation.

Front 68

Price / Tangible

Back 68

Price /Tangible Book Value = Equity Value / (Shareholders Equity – Goodwill).

Front 69

UW Spread / Gross Fees

Back 69

In acorporate underwriting spread, the syndicate manager’s fee and underwriting feeare each typically 20% of the gross spread, while the selling concession istypically 60% of the gross spread. In this particular transaction, the grossspread = 6% x $58 = $3.48 per share, so the manager’s fee and underwriting feecould be estimated to be about $.70 while the selling concession would becloser to $2.09.

Front 70

Regulation S

Back 70

RegulationS covers the sale of unregistered securities in off-shore transactions. Iftransactions take place within the Regulation S safe harbor, registration isnot necessary when securities are sold outside of the U.S. and no directedselling efforts are made in the United States

Front 71

Pink Sheets vs OTCBB

Back 71

PinkSheets securities are not always registered with the SEC; OTCBB securities mustbe registered with the SEC and file current financial information. Both thePink Sheets and OTCBB include only equity securities and are negotiated, notauction, markets

Front 72

Refreshing Periods for Shelfs

Back 72

Themaximum period for offering automatic shelf registrations is three years afterthe effective date. The maximum period for non-automatic shelf registrations is180 days after the third anniversary. In both cases, these periods can berefreshed by filing a new registration statement.

Front 73

SIFMA Model Form

Back 73

TheSecurities Industry and Financial Markets Association model form is thestandard document for use as an AAU for registered SEC offerings as well asexempt offerings. The SIFMA model form is typically adapted by each bank bytheir legal counsel.

Front 74

Series 27 or 28

Back 74

inancialoperations principals (Series 27 or Series 28) are required to supervise afirms back office operations, preparation and maintenance of books and records,and compliance with financial responsibility rules.3}

Front 75

How many quarters does GDP decline for a recession, when depression ?

Back 75

2

Front 76

rule 505 and 506 of reg d

Back 76

Under Rule 506(b), a company can be assured it is within the Section 4(a)(2) exemption by satisfying the following standards:The company cannot use general solicitation or advertising to market the securities;The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchases. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;The company must be available to answer questions by prospective purchasers; andFinancial statement requirements are the same as for Rule 505.

Front 77

preliminary proxy filing must fulfill which of thefollowing requirements?

Back 77

Preliminary proxies can be kept from public disclosure untilthey become definitive, but only if they adhere to certain rules. They must bemarked confidential and public communication must have been limited to a basicRule 135 announcement. Confidentiality is not allowed in going private androllup transactions. C}

Front 78

filing press releases about business combinations

Back 78

Under SEC Rule 425, communications regarding a businesscombination transaction may be distributed to the public but are defined as aprospectus and must be filed with the SEC no later than the date of first use. E6963}

Front 79

reg M market making activities during a potential acquisition

Back 79

beginning five days before proxy materials aresent to shareholders 3F33}

Front 80

S-4

Back 80

For merger, acquisition or consolidation

Front 81

Layering

Back 81

just for senior sub notes, prevents issuer from issuing additional sub notes

Front 82

return on assets

Back 82

remember to take the average of assets between the two years

Front 83

how long do you need to keep records of inspection and reviews

Back 83

3 years

Front 84

424B

Back 84

Prospectus containing a description or securities, key offering terms, use of proceeds and description of notes

Front 85

how often do you need to give account statements

Back 85

at least quarterly, and monthly if there has been recent activity

Front 86

After the effective date of aregistration, an underwriter sends a prospective investor a one-page flyersummarizing the terms of an offering. Two days earlier, the underwriter sentthe same investor a full final prospectus. Which of the following is TRUEregarding the flyer?

Back 86

It is not considered a prospectus,because it is sent after the effective date and after prospectus delivery

Front 87

Section 4(a)(5) of the 1933 Securities Act

Back 87

private placement to accredited investors

Front 88

one-step and 2 step mergers and take overs

Back 88

ss

Front 89

Tax Treatment of Subchapter C, S, LLCs and LPS

Back 89

LLCs,LPs and S-Corps all pass through gains and losses to investors. Subchapter CCorporations are required to pay corporate tax

Front 90

who do you need to file with for OTBB transactions

Back 90

FINRA by form 211

Front 91

normal time for HSR approval

Back 91

30 days

Front 92

Ny, Cy, YTM and YTC for bonds trading at discount (Low to high)

Back 92

YTC (because it's an even higher discount than par value), YTM, CY, NY

Front 93

Ny, Cy, YTM and YTC for bonds trading at discount (high to low)

Back 93

NY, CY, YTM, YTC

Front 94

Finra Rule 2060

Back 94

says that custodians can't use the ownership info for sales purouses. basically, trustees, transfer agents

A member who in the capacity of paying agent, transfer agent, trustee, or in any other similar capacity, has received information as to the ownership of securities, shall under no circumstances make use of such information for the purpose of soliciting purchases, sales or exchanges except at the request and on behalf of the issuer

Front 95

Rule 147

Back 95

-for intrastate offerings, in it's office is in the state and at least 80% of the revenue is in the state, 8-% of assets and 80% of the proceeds will be used in the state only can be sold to residents of the state. can be sold to non-residents after 9 months

Front 96

who signs an S-4

Back 96

CEO, CFO, Controller, and a majority of the board of directors

Front 97

regulation s

Back 97

for non-US residents

Front 98

Section 341 Hearing

Back 98

Creditors meeting after a chapter 11

Front 99

Basket transaction

Back 99

purchases in connection with a group of 20 or more securities in which a covered security does not comprise more than 5% of the value of total basket

Front 100

QIB minimum AUM

Back 100

$50 million

Front 101

Blackout period for research

Back 101

10 days after the effective date

Front 102

Bank Secrecy Act of 1970

Back 102

anti-money laundering and other crimes

Front 103

Pension Benefit Guarantee Corporation

Back 103

takes over claims of failed defined benefit pension plans