Securities Offerings: Rapid Fire

What this video covers

• Why the investment banker is the quarterback, the syndicate shares risk, and the selling group earns a selling concession with zero risk
• How proceeds flow to the issuer in initial public offerings (IPOs) and follow-ons, but to the selling shareholder in secondary offerings
• The firm commitment (principal, underwriter buys the entire issue) versus best efforts (agent, unsold shares returned) distinction, including all-or-none and mini-max as best-efforts variations
• The SEC declaring a registration effective, never approving a security, and what that means for exam traps about quality guarantees
• Regulation D safe harbors: the $10 million small offering, the unlimited no-general-solicitation option with 35 non-accredited investor cap, and the accredited-only path with advertising allowed
• Restricted stock versus control stock, why the two labels describe different things (how acquired versus who holds), and when non-affiliates can sell freely after the holding period
• Shelf registration (3 years), well-known seasoned issuer (WKSI) thresholds ($700 million public float), and qualified institutional buyer (QIB) definition ($100 million)