What is Rule 3 A )( 9 of the Securities Act of 1933?
A Section 3(a)(9) exchange offer provides various advantages for issuers in a restructuring: (i) it can be completed quickly in the absence of registration or SEC review; (ii) unlike repurchases or tender offers, it does not require cash; and (iii) if all holders participate, it presents an opportunity for retiring an ...
The Section 3(a)(9) exemption is available for the issuance of securities to the holders of debt securities of another issuer if the obligation on such debt securities of the other issuer had previously been assumed by the issuer of the new securities.
Exchange Offers under Section 3(a)(9)
These include reducing debt service (by lowering interest rates or reducing outstanding principal), modifying terms of the securities, eliminating restrictive covenants and other unfavorable provisions in debt indentures, and extending debt maturity dates.
A Section 3(a)(9) exchange offer is made pursuant to Section 3(a)(9) of the Securities Act of 1933 (“Securities Act”), which provides for an exemption from registration for any security exchanged by an issuer with its existing securities holders if the following conditions are met: (i) no payment is made by the issuer ...
Section 9 also contains provisions that prohibit manipulation through false or misleading predictions about price movement or other misinformation about a security, short selling, pegging, fixing or stabilizing of securities in violation of SEC rules, or trading in security-based swaps,27 as well as provisions ...
The four main requirements of a Section 3(a)(9) exchange are as follows: (i) same issuer – the issuer of the old securities being surrendered must be the same as the issuer of the new securities; (ii) no additional consideration from the security holder; (iii) offer must be made exclusively with existing security ...
rule 3a-7 under the Investment Company Act of 1940 (the "Act"), to exclude issuers that pool income-producing assets and issue securities backed by those assets ("structured financing") from the definition of "investment company." The rule permits structured financings to · offer their securities publicly In the United ...
Absent an exclusion or exemption from this definition, the operating company may be required to register under the 1940 Act and be subject to the 1940 Act's requirements. Rule 3a-2 under the 1940 Act, however, provides a one-year safe harbor for such transient investment companies if certain conditions are satisfied.
'Rule 15c3-3(e)(1) requires that a broker-dealer maintain a bank account that is separate from any other account of the broker-dealer and specified as a "Special Reserve Bank Account for the Exclusive Benefit of Customers" (reserve account).
Exchange Act Rule 3a4-1 provides that an associated person (or employee) of an issuer who participates in the sale of the issuer's securities would not have to register as a broker-dealer if that person, at the time of participation: (1) is not subject to a "statutory disqualification," as defined in Section 3(a)(39) ...
What is Section 4 A )( 2 of the Securities Act?
Section 4(a)(2) of the Securities Act of 1933 (the “Act”) exempts from registration "transactions by an issuer not involving any public offering." It is section 4(a)(2) that permits an issuer to sell securities in a "private placement" without registration under the Act.
Examples of stock exchanges
Some of the largest exchanges are the New York Stock Exchange (NYSE), the NASDAQ, and the Tokyo Stock Exchange (JPX). Other well-known stock exchanges include the London Stock Exchange (LSE), the Shanghai Stock Exchange (SSE) and the Bombay Stock Exchange (BSE).
Exchange, which is both a noun and a verb, comes from the Latin ex-, meaning "out" and cambiare, for "change" or "substitute." If you're traveling in Europe, you exchange U.S. Dollars for Euros. If you get a really awful outfit for your birthday present, you can go to the store and exchange it for one you like better.
Section 9(a)(2) makes it unlawful [t]o effect, alone or with one or more other persons, a series of transactions in any security registered on a national securities exchange creating actual or apparent active trading in such security, or raising or depressing the price of such security for the purpose of inducing the ...
Section 10(a)(3) requires that when a prospectus is used more than nine months after the effective date of the registration statement, the information contained in the prospectus must be no more than sixteen months old, so far as such information is known to the user of the prospectus or can be furnished without ...
Filing of an S-3 shelf registration signals to the market that a financing is forthcoming, thus creating an overhang on the stock, depressing its performance.
For example, Section 4(a)(7) of the Securities Act exempts from registration resales of securities to “accredited investors” as defined in Rule 501(a) of Regulation D, so long as the transaction satisfies the prohibition on general solicitation and general advertising and the information and other require- ments of ...
A 3(c)(1) fund allows only 100 accredited investors, or 250 accredited investors if the fund size is less than $10M. A 3(c)(7) fund can accept up to 2,000 qualified purchasers.
Rule 701 exempts certain sales of securities made to compensate employees, consultants and advisors. This exemption is not available to Exchange Act reporting companies. A company can sell at least $1 million of securities under this exemption, regardless of its size.
Section 3(a)(2) also exempts from registration under Section 5 of the Securities Act securities guaranteed by a bank. This guarantee is not limited to a guarantee in a legal sense, but also includes arrangements in which the bank agrees to ensure the payment of a security.
What is rule 3 13 SEC?
Rule 3-13 of Regulation S-X allows a company to request relief from the SEC from the financial statement disclosure requirements if they believe that the financial information is burdensome and would result in disclosure of information that goes beyond what is material to investors.
Rule 3a-1 provides a safe harbor from investment company status for issuers that fail the 40% test but are not primarily engaged in an investment business. The Rule takes into consideration the nature of an issuer's assets and the sources of its income.
Rule 144(a)(3) identifies what sales produce restricted securities. Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.
Title 17 section 240.3b–16(a) (“Rule 3b–16(a)”) defines certain terms in the definition of “exchange” under section 3(a)(1) of the Exchange Act to include any organization, association, or group of persons that: (1) brings together the orders for securities of multiple buyers and sellers; and (2) uses established, non- ...
[2] Section 3(a)(11) of the Securities Act is generally known as the “intrastate offering exemption.” To qualify for the exemption, an issuer must be organized in the state where it is offering the securities; carry out a significant amount of its business in that state; and make offers and sales only to residents of ...
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