The Deal File
Chapters in this video
- 0:00 Blake's glowing box of survival
- 1:02 Pitch materials and the pre-mandate exam trap
- 2:32 Three segmented correspondence channels
- 3:41 IOIs, FWPs, and the AAU unpacked
- 4:25 Red herring equals preliminary prospectus
- 4:56 Deal phases accumulate in parallel
- 5:52 Four downstream uses of the deal file
- 7:46 Rapid-fire exam recap
What this video covers
- Why pitch materials and pre-mandate documents belong in the deal file even though the deal was not official when they were created
- How correspondence is legally segmented into three separate channels (underwriting group, selling group, and issuer) and why lumping them together is a wrong answer
- What the red herring actually is: the preliminary prospectus with its red warning legend, not a separate fourth document type
- How book-building documents, free writing prospectuses (FWPs), indications of interest (IOIs), and the agreement among underwriters (AAU) fit into the required contents
- Why the deal file accumulates in parallel with the transaction rather than being built after closing, and why it survives for years under standard broker-dealer recordkeeping retention periods
- The four downstream uses of the deal file: recordkeeping compliance, audit trail for examinations, Securities Act diligence defense, and tracking billing and syndicate payment finalization
- The critical exam distinction between a league-table data miss (reputational) versus a missing deal-file document (regulatory violation)
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