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Series 79 pt 2 Question and answers correctly solved

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Series 79 pt 2 Question and answers correctly solved If the board of directors of a target company wishes to solicit suggestions on choosing the adviser who will write the fairness opinion, to whom should it turn? - correct answer Objective outsider The key is to select someone capable of t...

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  • August 12, 2024
  • 11
  • 2024/2025
  • Exam (elaborations)
  • Questions & answers

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Series 79 pt 2
If the board of directors of a target company wishes to solicit suggestions on
choosing the adviser who will write the fairness opinion, to whom should it
turn? - correct answer ✔Objective outsider


The key is to select someone capable of true objectivity, who is not close to
deal terms and does not stand to benefit from a completed deal.


"large accelerated filers" - correct answer ✔are subject to the same size
requirement as well-known seasoned issuers: $700 million of worldwide non-
affiliate market capitalization (voting and non-voting stock).


Form C - correct answer ✔Any changes in the Form C information must be
updated within five business days after reaching 50% of the target raise, and
then again five business days after reaching 100% of the target raise. So, if
any information has changed by November 1, the company must update it
within five business days. Remember that it's the 50% and 100% thresholds
(based on the target raise) that trigger the updating requirement.


Reg S eligability - correct answer ✔The keys to Regulation S eligibility are
residence and where the offer is made, not citizenship. Both must be outside
the U.S. A green card holder is generally considered to be a resident of the
U.S., so he would have to establish legitimate residency outside the U.S. and
be shown the offer outside the U.S.


Firm Commitment - correct answer ✔A firm commitment is seen in almost all
underwritten transactions. In this scenario, the underwriters make a
commitment to buy the securities as opposed to using their best efforts to find
investors.

, An investor group makes a tender offer to acquire 12% of ABC Corp.'s
common shares. ABC is a public company with a large and diverse
shareholder base. How must ABC's board of directors respond to this offer? -
correct answer ✔The board of directors of a company that receives a tender
offer must respond with an SEC filing, including facts about the tender offer
and a recommendation to shareholders, within 10 business days. The filing is
made on Schedule 14D-9.


LBO and cash flows - correct answer ✔In LBO transactions, private equity
firms want to acquire firms using a large amount of debt and then pay down
that debt with the firm's own cash flows.


frequencies of statements - correct answer ✔Form 10-Q is filed quarterly and
Form 10-K is filed annually. Form 8-K is a form used to report a variety of
material unscheduled current events, and most large companies file many 8-
Ks per year. Proxy statements permit shareholders to vote and are used to
elect board members, so they are used infrequently


Price to Book Ratio - correct answer ✔market price per share/equity book
value per share


What change to the calculation could increase economic profit? - correct
answer ✔decrease cost of capital


at the market - correct answer ✔"At the market" means that a clear public
market exists, and that market is not controlled by the broker dealer making
the offer, or a syndicate in which they participate. Under SEC Rule 15c1-8,
such an offer is considered manipulative, deceptive or fraudulent if another
market does not exist.


MAC - correct answer ✔A MAC stands for material adverse change; also
called material adverse effect (MAE). This is a highly negotiated provision in

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