SERIES 79 EXAM STUDY GUIDE 2022 + TEST BANK by The Securities Institute of America -- Read -- Imperial Library of Trantor

Index

About the Series 79 Exam

Taking the Series 79 Exam How to Prepare for the Series 79 Exam What Type of Transactions May a Series 79 Investment Banking Representative Engage In ? What Score Is NEEDED to Pass the Exam? Are There Any Prerequisites for the Series 79? How Do I Schedule an Exam? What Must I Take to the Exam Center? How Soon Will I Receive Results of the Exam?

About This Book About the Test Bank About The Securities Institute of America Chapter 1 Equity and Debt Securities

What Is a Security? Common Stock Preferred Stock Types of Dividends Rights Warrants Options Futures and Forwards American Depositary Receipts (ADRs)/American Depositary Shares (ADSs) General partnership Grantor Trust Joint venture Limited Liability Company Limited Liability Partnership Limited Partnership General Partner Limited Partner Master limited partnership Subchapter S Corporation Debt Securities/Bonds Institutional investors and Investment Strategies Delta Neutral / Market Neutral Short Sales High Frequency and Algorithmic Trading Momentum Trading Arbitrage Broker Dealer Operations

Pretest Chapter 2 SEC Reporting, Rules and Regulations

The Securities Exchange Act of 1934 The Securities and Exchange Commission (SEC) Proxies Preliminary and Special Proxies Extension of Credit Trading Suspensions SEC Reporting Rule 135 and Rule 165\ SEC Form 13D, 13G and 13F The Insider Trading and Securities Fraud Enforcement Act of 1988 Firewall THE TRUST INDENTURE ACT OF 1939 Sarbanes-Oxley Act SEC Regulation S-K SEC Regulation M-A The Hart-Scott-Rodino Act FINRA Rule 5150 (Fairness Opinion) SEC Regulation S-X Audit Committee

Pretest Chapter 3 Mergers and Acquisitions

Mergers and acquisitions / M&A Sellers and sell-side bankers Buyers and buy-side bankers Strategic Buyers and Financial buyers Management-led buyout Bilateral Negotiation Public and controlled auctions The Auction Process identifying prospective buyers Developing the business profile Drafting confidentiality agreements Compiling the confidential information memorandum (CIM) Creating the bidding procedure letter Creating the data room Accepting indications of Interest Delivering management presentations Bid evaluation Receiving letters of intent Distributing a final bid letter Receiving final bids Selecting the final buyer Executing definitive purchase agreement Obtaining a Fairness Opinion Closing of the acquisition Other M & A Transactions Reverse mergers Consolidations Forward triangular mergers Reverse triangular merger Split offs Spin offs Valuation The structure of the transaction Cash and Stock Transactions International Implications Protective Measures and Takeover Defenses

Chapter 3 Pretest Chapter 4 Tender Offers, and Financial Restructuring

Tender Offers Issuers Buybacks and Going Private Transactions The Two Step Merger Financial restructuring Filing Chapter 11 Bankruptcy Estate Operation and Payment Priorities Filing Chapter 7 Bankruptcy Distressed Asset Sales

Chapter 4 Pretest Chapter 5 Issuing Corporate Securities

The Prospectus The Final Prospectus Free Writing Prospectus Providing the Prospectus to Aftermarket Purchasers SEC Disclaimer Misrepresentations Tombstone Ads Free Riding and Withholding/FINRA Rule 5130 Underwriting Corporate Securities Types of Underwriting Commitments Types of Offerings Awarding the Issue The Underwriting Syndicate Selling Group Underwriter’s Compensation Underwriting Spread Factors That Determine the Size of the Underwriting Spread Review of Underwriting Agreements by FINRA Underwriter’s Compensation Unreasonable Compensation Offering of Securities by FINRA Members and Other Conflicts Syndicate Operations Syndicate Short Positions Exempt Securities Exempt Transactions Broker Transactions Under Rule 144 Registration Rights and Lock up Agreements Crowdfunding Rule 147 Intrastate Offering Research Reports Rule 137 Nonparticipants Rule 138 Nonequivalent Securities Rule 139 Issuing Research Reports Rule 415 Shelf Registration SEC Rule 405 ADDITIONAL COMMUNICATION RULES DPP Roll-UP Transactions Nasdaq Listing Standards Listing Requirements for the NYSE Market Making During Syndication Regulation M, Rule 101 Penalty Bids Regulation M, Rule 102 Regulation M, Rule 103 Passive Market Makers’ Daily Purchase Limit Regulation M, Rule 104 Regulation M, Rule 105

Chapter 5 Pretest

Issuing Corporate Securities

Chapter 6 Financial Analysis

GAAP Accounting and Reporting Balance Sheet Capitalization Changes in the Balance Sheet The Income Statement Statement of cash flows The Impact of Converting Bonds Refunding Debt Stock Splits and Stock Dividends Retained earnings Pro Forma Financial Statements Inventory Valuation and Accounting comparative financial analysis Accounting Challenges Deferred Tax Issues Depreciation and amortization Fixed and variable costs Restructuring charges Market Capitalization

Pretest Chapter 7 Valuation

Price to Earnings Valuation Earnings Yield PEG Ratio Enterprise value Free Cash flow Price to free cash flow Price to Book Price to sales Weighted average cost of capital Levered and Unlevered Beta Cost of Equity Based on Issuance of New Common Shares Cost of Equity Based on Retained Earnings Dividend Valuation Models Sum of the Parts (SOTP) Valuation Discounted Cash flow Economic Value Added

Pretest Chapter 8 M & A Analysis

How to Determine the Offering Price In M & A Accretive and Dilutive Transactions Cash and stock transactions Determining the Combined Enterprise Value How to build An LBO Model Employee Stock Options The Creation of Goodwill Cross Border Complications

Pretest Answer Keys