Question

AltaVerba, Inc., is a nonpublic company controlled by its majority shareholder, Robyn Streel. AltaVerba wants to make an initial public offering by selling 300 million Class B common shares in a firm commitment underwriting, with Goldman Sachs acting as the lead underwriter. AltaVerba is not a public company required to file periodic reports with the SEC under the Securities Exchange Act of 1934. AltaVerba and Goldman are considering the communications they may have with existing and prospective investors and securities analysts before and during the registered offering and comply with Section 5 of the Securities Act of 1933. Seventytwo days before the 1933 Act registration statement will be filed with the SEC, AltaVerba wants to release historical information about its business and financial results. What are the restrictions on the release of such information at that time? Twentythree days before the 1933 Act registration statement will be filed with the SEC, AltaVerba wants to release forward-looking information about its business and financial results. May AltaVerba do that? After the registration statement has been filed with the SEC, Streel and AltaVerba's vice president of finance want to speak on the phone about the issuance with an investment manager of Fidelity Magellan Fund. Is that communication legal at that time? At the same time, AltaVerba and Goldman want to conduct a road show in five cities. Selected very wealthy investors, securities analysts, and mutual fund managers will attend the road show in person. Under what conditions may AltaVerba and Goldman conduct a legal road show? After the registration statement has been declared effective by the SEC, AltaVerba wants to use a free-writing prospectus that includes historical and forward looking information about AltaVerba. What conditions must the free-writing prospectus meet to be legal under Section 5?



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  • CreatedJuly 16, 2014
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