Series 79 practice questionhardSEC Registration Statements
Company A is acquiring Company B in a stock-for-stock merger valued at $2 billion. Company A will issue 50 million new shares to Company B's shareholders. Which registration form should Company A file?
- AForm S-1, since it involves the issuance of new shares
- BForm S-3, since Company A is an existing reporting company
- CForm S-4, which is specifically designed for securities issued in business combinations✓ Correct answer
- DNo registration is needed because this is a private transaction between two companies
Explanation
Why C — Form S-4, which is specifically designed for securities issued in business combinations
Form S-4 is specifically designed to register securities issued in connection with business combinations, including mergers, acquisitions, exchange offers, and reclassifications. The form combines the registration requirements with the proxy statement or prospectus/information statement that must be sent to the shareholders who will vote on the transaction. It allows incorporation by reference to existing Exchange Act filings, streamlining the disclosure process for the acquiring company.
Turn it into reps
Reading one answer is not the same as being ready
Lucky the Banker is a free practice app with 477+ Series 79 questions, weak-area tracking, and timed mock exams. No credit card, no paywall.
Related Underwriting & New Financing questions
- What is the primary advantage of using Form S-3 over Form S-1?
- A company that has been publicly reporting for 18 months but has a public float of only $50 million wants to conduct a…
- A well-known seasoned issuer (WKSI) with a market cap of $15 billion files an automatic shelf registration statement on…
- To be eligible to use Form S-3 for a primary offering, which of the following conditions must an issuer meet?