Equity Public Offering: Rapid Fire
Chapters in this video
- 0:00 Proceeds direction: the golden exam rule
- 0:32 Primary vs secondary market follow the money
- 1:58 Follow-on offerings and dilution distinction
- 2:25 Firm commitment principal vs best efforts agent
- 3:11 Securities Act of 1933 registration and cooling-off
- 4:42 SPAC blank check structure and $10 mechanics
- 5:59 SPAC sponsor promote conflict and redemption rights
- 6:46 Role identification: issuer, agent, dealer, rater
- 7:16 Red herring, tombstone ad, and lock-up agreements
- 8:32 Rapid-fire exam recap
What this video covers
- Why proceeds direction is the single most reliable tell on exam day: IPO and follow-on money flows to the issuer, secondary offering money flows to selling shareholders
- The exact distinction between dilutive and non-dilutive offerings, and why secondary offerings do not dilute existing shareholders
- How firm commitment underwriting places the underwriter in a principal (dealer) role with inventory risk, while best efforts places the underwriter in an agent (broker) role with no inventory risk
- The three-step registration timeline under the Securities Act of 1933, including the minimum 20-day cooling-off period and what activities remain permissible during that window
- Why the SEC declares registration statements effective rather than approving offerings, and what a stop order actually suspends
- SPAC structure and economics: $10 unit price, 18-to-24-month de-SPAC deadline, sponsor promote of approximately 20%, and the complete separability of redemption rights from voting rights
- Role identification across issuers, broker-dealers, agents, dealers, and rating agencies in the offering ecosystem
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