New Issues and Underwriting: Rapid Fire
Chapters in this video
- 0:00 The three SEC registration periods and Riley's wall
- 1:28 Syndicate formation: firm commitment versus best efforts
- 2:42 Spread split and the selling concession
- 3:07 Indications of interest versus binding orders
- 3:46 Regulation A and Regulation D exemptions side by side
- 5:34 Rule 144 restricted stock and affiliate resale limits
- 6:17 Stabilization: the only legal price manipulation
- 6:51 Rapid-fire exam recap: numbers and one-breath summary
What this video covers
- The three mandatory registration periods (pre-filing, cooling-off, post-effective) and what Riley the rep can legally do in each, including why 20 days is the cooling-off minimum
- The difference between firm commitment (underwriter absorbs unsold shares) and best efforts (unsold shares return to the issuer), and why the selling concession is roughly 60% of the spread
- Why an indication of interest during cooling-off is non-binding, and why taking money or approving a binding order in that window is illegal
- Regulation A versus Regulation D side by side: Form 1-A and freely-tradable shares versus Form D filed after the first sale and restricted stock
- The accredited-instructor income and net-worth thresholds, and the two Reg D paths (no solicitation with up to 35 non-accredited sophisticated investors, or general solicitation with all accredited and verified)
- Rule 144 resale holding periods (6 months for reporting issuers, 1 year for non-reporting), affiliate volume limits, and why the 5,000-share or $50,000 trigger is only a filing threshold
- Why stabilization is the sole legal form of price manipulation, and why the stabilizing bid must stay at or below the public offering price
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