New Issues, Initial Public Offerings and Distributions

What this video covers

• How the initial public offering (IPO) related transaction test requires Securities Act registration and a non-reporting issuer immediately before filing
• Why the issuer reporting test is a snapshot at one specific moment, and why a later change to reporting status does not change the result
• How a new issue is an IPO of an equity security made under a registration statement or offering circular, and why an offering circular is not the same as registration
• The 10 new issue exclusions, including exempt offerings, corporate actions, investment-grade asset-backed securities, registered funds, convertibles, preferred securities, and named entity types
• Why a Regulation M (Reg M) distribution depends on offering magnitude and special selling efforts, whether or not the offering is registered
• Why a verbal understanding or reasonably certain bid can make a firm a prospective underwriter before an underwriting agreement is signed
• How the affiliated purchaser information-barrier escape works, plus the difference between average daily trading volume (ADTV) across worldwide markets and the single principal market