Distributing the Private Placement Memorandum and Proceeds; Building the Selling Group
Chapters in this video
- 0:00 Delivering the PPM: a distribution duty, not due diligence
- 1:53 Handling proceeds: the receipt trigger and prompt transmission
- 2:37 Contingency offerings: proceeds in escrow or separate account
- 3:02 Selling group defined: broadening beyond the placement agent
- 3:45 Chain of command pyramid: issuer, dealer manager, selling group
- 4:09 Selling group agreement terms: allocation, commission, conduct
- 5:28 Rapid-fire exam recap
What this video covers
- Why delivering the private placement memorandum (PPM) is a distribution duty for the placement agent, while verifying the PPM's due-diligence content belongs to a completely different unit
- The trigger for transmitting offering proceeds (receipt of the money, not the closing date) and what "promptly transmitted to the persons entitled to it" actually means
- The contingency offering exception: proceeds held in a separate bank account or in escrow until the contingency is resolved
- What a selling group is (additional Financial Industry Regulatory Authority, or FINRA, member firms appointed to broaden distribution) and why the dealer manager recruits them
- The exact three terms the selling group agreement covers: allocation, commission, and conduct standards
- The ultimate exam trap: why a selling group member's obligations run to the dealer manager, not to the issuer, despite selling the issuer's offering
Read the full lesson, free
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