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Flashcards in Issuing Securities Deck (150)
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1

The identification number of a bond

CUSIP number

2

Municipal issue disclosure document for prospective buyers

Official statement

3

When each prospective purchaser must receive a final official statement

At or before the settlement date

4

Published notice that solicits bidding for an upcoming municipal bond issue

Official Notice of Sale

5

Group of investment bankers that collectively share the risk of a competitive bid

Syndicate

6

Document that formalizes the relationship between the syndicate members in a negotiated underwriting

Agreement among the underwriters

7

The two components of the total takedown

Selling concession and additional takedown

8

The portion of the total takedown that compensates selling group members

Selling concession

9

The portion of the municipal bond spread paid to the syndicate manager

Manager's fee

10

Firms that assist the syndicate in distributing new securities without financial risk

Selling group

11

Typical syndicate allocation priority for municipal securities

Presale, group, designated, member order

12

Requires registration of new issues; regulates primary market activity

Securities Act of 1933

13

Exempts U.S. government securities from registration requirements

Securities Act of 1933

14

Requires the delivery of prospectuses for full and fair disclosure

Securities Act of 1933

15

Prohibits fraudulent activity in underwriting and distributing new securities

Securities Act of 1933

16

Minimum length of the cooling off period during the registration process

20 days

17

Disclosure document used to gather indications of interest during the cooling off period

Preliminary prospectus (red herring)

18

The day that the SEC releases a new issue for sale

Effective date

19

Holding period required before restricted securities can be sold

6 months

20

Addresses reclassifications, mergers or consolidations, and transfers of company assets

Rule 145

21

The amount of control securities that can be sold in a 90-day period under Rule 144

Greater of 1% of the total outstanding shares, or the average weekly trading volume of the preceding four weeks

22

Securities owned by directors, officers, or persons who own or control 10% or more of an issuer's voting stock

Control stock

23

Type of restriction that applies to sellers of control stock under Rule 144

Volume limits

24

Provision of Act of 1933 and 1934 Securities Acts that applies to all securities, including those that are exempt from registration

Antifraud

25

The type of new issue security to which the provisions of Rule 5130 apply

Common stock

26

The percentage of income the issuer must receive in a state to be eligible for a Rule 147 registration

80%

27

A security that is not subject to SEC registration requirements

Exempt security

28

An accredited investor is defined as an individual with net income of

$200,000 or more in each of the two most recent years; $300,000 if joint income with a spouse OR $1mm of net worth (excluding primary residence)

29

A 6 month resale restriction applies to the sale of securities to non-state residents under

Rule 147 offerings (Intrastate)

30

Access equals delivery refers to the

electronic delivery of prospectuses