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public offerings ✔Correct Answer-occurs when an issuer sells its securities to the general
investing public. It generally refers to an initial public offering (IPO) which is the first time a
company offers its shares to the investing public. The company must file a registration
statement with the SEC prior to offering its securities for sale.
Follow-on offering ✔Correct Answer-also known as an additional public offering (APO), is a
subsequent offering of shares to the investing public. Both IPOs and APOs must meet strict SEC
registration requirements under the Securities Act of 1933.
Primary distributions ✔Correct Answer-which are shares issued by a corporation in exchange
for direct proceeds.
Regulation (Reg) A ✔Correct Answer-provides an exemption from registration for public
offerings up to $20 million (Tier 1) or $50M (Tier 2) in any 12-month period. Tier 1 offerings
require the issuer to file with state regulators in each state it plans to sell its securities.
Large public offering ✔Correct Answer-those exceeding $50 million
Intrastate Offerings (Rule 147) ✔Correct Answer-When a corporation goes public but the sales
are confined to residents of one state. State registration is required but SEC registration is not.
Also known as single state offerings.
Interstate offerings ✔Correct Answer-The shares are being offered to residents of multiple
states.
Private offerings ✔Correct Answer-the issuer does not sell its securities to the investing public
but rather to a narrowly defined group of investors who meet strict wealth and sophistication
requirements. Private offerings are more commonly referred to as private placements.
SEC Regulation D ✔Correct Answer-contains the rules for exemptions from registration,
allowing some companies to offer and sell their securities without having to register them with
the SEC.A Reg D offering provides access to the capital markets for smaller companies that
otherwise couldn't afford the costs of a standard SEC registration.
Secondary market offering ✔Correct Answer-not to be confused with a follow-on offering—a
block of public company shares is sold by the present holder of the shares rather than the
issuing company. No new shares are being created in the transaction