Investment Banker Role: Investment bankers underwrite, distribute, and market new issues.
Red Herring Prospectus: Preliminary prospectus used during the "cooling-off" period before a securities offering is effective.
Filing with the SEC: Issuers must file a registration statement with the SEC, which includes financial statements, risk factors, and management information.
Types of Offerings:
Public Offering: New issue offered to the public at large.
Private Placement: Limited offering to specific investors (e.g., accredited investors).
Tombstone Advertisement: Used to announce the offering and provide basic details.
Registration Forms:
Form S-1: Registration statement for new securities.
Form S-3: Short-form registration for companies with adequate reporting history.
Exemptions:
Regulation D: Exempts certain private offerings from registration (e.g., Rule 506(b) and Rule 506(c) for accredited investors).
Regulation A: Small offerings up to $50 million within 12 months.
Intrastate Offering Exemption: Exemption for offerings within a single state.
SEC Review: SEC reviews registration but does not approve or disapprove; it only ensures completeness and disclosure.
Cooling-Off Period: Between filing and effective date; 20 days or longer if the SEC requires amendments.
Free-Riding: Prohibited practice where an underwriter sells a new issue before it’s priced.
Factors Affecting Marketability:
Credit Rating: Higher-rated bonds are more marketable (e.g., AAA vs. lower ratings).
Interest Rates: Bonds with higher interest rates tend to be more marketable.
Liquidity: Bonds with a higher secondary market demand are more marketable.
Call Features: Callable bonds may be less marketable due to call risk.
Municipal Bond Risks:
Interest Rate Risk: Prices fall as interest rates rise.
Credit Risk: Risk of issuer default.
Liquidity Risk: Some municipal bonds may not trade frequently.
Types of Municipal Bonds:
General Obligation (GO) Bonds: Backed by the full taxing power of the issuing government.
Revenue Bonds: Secured by revenue from a specific project (e.g., toll roads, airports).
Tax Advantages: Interest income is generally exempt from federal taxes and sometimes state/local taxes.
Credit Rating: Municipal bonds are rated by agencies (e.g., Moody's, S&P, Fitch). Higher ratings are safer but may offer lower yields.
Bond Features:
Coupon Rate: Fixed interest paid periodically.
Maturity: Date when the bond principal is repaid.
Call Feature: Issuer can redeem the bond before maturity.
Annuity Purchase Options:
Single Premium: One-time lump sum investment.
Periodic Premium: Ongoing contributions (e.g., monthly, yearly).
Settlement Options:
Life Annuity: Pays income for the annuitant’s lifetime.
Period Certain: Pays income for a set number of years, with guaranteed payments.
Joint and Survivor: Pays for the lives of two people, typically a couple, with income continuing after one dies.
Lump Sum: Full payout of accumulated value.
Subaccounts: A variable annuity’s value depends on the performance of its underlying investments (e.g., stock, bonds).
Net Asset Value (NAV): The value of the annuity is calculated by the NAV of the subaccounts, adjusted for any fees.
Charges: Variable annuities have administrative fees, mortality and expense risk fees, and investment management fees.
Death Benefit: Provides a beneficiary with the greater of the initial investment or the current value.
Accumulation Phase: Earnings grow tax-deferred until withdrawal.
Distribution Phase: Withdrawals are taxed as ordinary income.
Early Withdrawal Penalty: 10% penalty on distributions before age 59½, in addition to income tax.
Tax-Deferred Growth: Investment gains are not taxed until withdrawn, allowing more growth.
Exclusion Ratio: Determines how much of each payment is considered taxable income vs. return of principal.
FINRA and SEC Regulation: Variable insurance products are regulated by both FINRA and the SEC, in addition to state insurance regulators.
Suitability: Sales of variable insurance products must meet suitability requirements.
Prospectus Delivery: A prospectus must be delivered to the investor before or during the sale of the product.
State Regulation: States regulate the sale and solicitation of variable insurance products.
Call Option: The right to buy the underlying asset at a specified price (strike price).
Put Option: The right to sell the underlying asset at a specified price.
Expiration Date: The date by which the option must be exercised.
Premium: The price paid for the option.
Strike Price: The price at which the underlying asset can be bought or sold.
Intrinsic Value: The difference between the strike price and the current price of the underlying asset (for in-the-money options).
Time Value: The additional value of an option due to the time remaining until expiration.
Factors Influencing Option Price:
Underlying Asset Price
Strike Price
Time to Expiration
Volatility
Interest Rates
Covered Call: Selling a call option on a stock you own to generate income.
Protective Put: Buying a put option to protect against a decline in the value of a stock you own.
Long Call: Buying a call option to profit from an increase in the underlying asset's price.
Long Put: Buying a put option to profit from a decline in the underlying asset's price.
Hedge Against Price Decline: Buy put options to protect long positions.
Hedge Against Price Increase: Buy call options to protect short positions.
Portfolio Insurance: Use options to limit potential losses in a portfolio.
Straddle: Buy both a call and a put option at the same strike price and expiration, anticipating large movement in either direction.
Strangle: Similar to a straddle, but with different strike prices for the call and put options.
Butterfly Spread: Combination of bull and bear spreads using three strike prices for a limited risk/reward strategy.
Types of Underlying Assets: Options can be based on commodities, currencies, interest rates, and more.
Example: A bond option may have the option to buy or sell a bond at a certain price.
Tax Treatment of Premiums: Option premiums are treated as capital gains or losses when the option expires or is exercised.
Short-Term vs. Long-Term: Taxed based on holding period for the underlying asset, not the option itself.
OCC: The Options Clearing Corporation ensures the integrity of options trading by guaranteeing exercise and assignment.
Regulation: The SEC and FINRA regulate options markets, with specific rules for margin, reporting, and trading practices.
Asset Allocation: Dividing investments across asset classes (stocks, bonds, etc.) to optimize risk and return.
Modern Portfolio Theory (MPT): A theory that aims to create a portfolio that maximizes return for a given level of risk by diversifying across assets.
Balance Sheet: Shows assets, liabilities, and equity.
Income Statement: Shows revenues, expenses, and profits over a period.
Cash Flow Statement: Tracks the inflows and outflows of cash, focusing on operating, investing, and financing activities.
Chart Patterns: Identifying trends and reversals through patterns like head and shoulders, support, and resistance.
Indicators: Use of moving averages, Relative Strength Index (RSI), and other technical indicators to predict price movements.
Expense Ratios: Management fees for mutual funds and ETFs.
Front-End Load: A sales charge paid when purchasing mutual fund shares.
Back-End Load: A fee when selling mutual fund shares, typically applied if sold before a certain period.
Tax-Deferred Accounts: Contributions to accounts like IRAs and 401(k)s grow tax-deferred.
Market Order: Buy or sell at the current market price.
Limit Order: Buy or sell only at a specified price or better.
Stop Order: Becomes a market order once a certain price is reached.
Bid Price: The price at which a buyer is willing to purchase a security.
Ask Price: The price at which a seller is willing to sell a security.
Spread: The difference between the bid and ask price.
Short Selling: Borrowing and selling securities with the expectation that their price will decline.
Margin Requirements: Short sellers must maintain a margin account.
Reg T: Federal Reserve Regulation governing the extension of credit by brokers and dealers.
Margin Requirements: The amount of equity a customer must maintain in a margin account.
Marketplaces: Includes exchanges like the NYSE and over-the-counter (OTC) markets.
Order Execution: Orders must be executed promptly and fairly under the SEC’s rules.