Quick Answer
Bankers evaluate three dimensions for capital-raising choices: organizational structure (C corp, S corp, limited liability company, limited partnership, and other entity types), investor eligibility (qualified institutional buyers with
Quick Answer: Bankers evaluate three dimensions for capital-raising choices: organizational structure (C corp, S corp, limited liability company, limited partnership, and other entity types), investor eligibility (qualified institutional buyers with $100 million in securities; qualified purchasers with $5 million individual or $25 million institutional), and transaction type (debt versus equity versus hybrid; public versus private; primary versus secondary).
00 million in securities; qualified purchasers with $5 million individual or $25 million institutional), and transaction type (debt versus equity versus hybrid; public versus private; primary versus secondary).After matching investors to strategies, the next layer is matching securities to issuers and to the investor base allowed to buy them.
Which Organizational Structures Do Issuers Use?
The legal form an issuer takes shapes what it can offer and which investors can buy.
| Structure | Key Trait |
|---|---|
| C corporation | Standard public-company form; double taxation (entity-level corporate tax plus shareholder tax on dividends) |
| S corporation | Pass-through taxation; capped at 100 shareholders; one class of stock; shareholders limited to eligible persons and entities, with no nonresident alien shareholder |
| LLC (limited liability company) | Pass-through, flexible governance, limited liability |
| Limited partnership (LP) | General partner with unlimited liability plus limited partners who are passive with limited liability |
| Trust | Holds assets for beneficiaries; tax treatment varies by trust type |
| Master limited partnership (MLP) | Publicly traded LP; keeps pass-through taxation only if at least 90% of its gross income is qualifying income (typically natural-resources, energy, or pipeline income), otherwise taxed as a corporation |
| REIT (real estate investment trust) | Pass-through if 90% or more of taxable income is distributed; real-estate-focused |
| Private equity fund | Pooled investment vehicle for private-company investing |
| Federal, state, and municipal governments | Public-sector issuers of debt (Treasury securities, agencies, municipal bonds) |
Think of it this way: Organizational structure determines two things: how the entity is taxed and which investors are eligible to own it. A REIT must distribute 90% of taxable income to keep pass-through treatment. An S corp can't have more than 100 shareholders and can't issue different share classes, facts that immediately rule out a public IPO.
What Investor Types and Eligibility Thresholds Matter?
Different investor types have different eligibility thresholds.
| Investor Type | Notes |
|---|---|
| Mutual funds | Registered open-end funds; daily NAV; broad public access |
| Hedge funds | Lightly regulated pooled vehicles; absolute-return focus; private-placement access only |
| Venture capital firms | Equity investments in early-stage companies |
| Private equity firms | Buyouts of later-stage companies |
| QIBs (qualified institutional buyers) | Institutions with $100 million or more in securities ($10 million for broker-dealers); eligible to participate in 144A private resales |
| Qualified purchasers | $5 million for individuals; $25 million for institutions; eligible to invest in 3(c)(7) private funds |
Exam Tip: Gotchas
- QIB ($100 million in securities) and qualified purchaser ($5 million individual / $25 million institutional) are different thresholds for different purposes. QIB status unlocks 144A private resales. Qualified purchaser status unlocks 3(c)(7) private-fund investments. A mid-sized hedge fund can easily be a QIB without every investor in it being a qualified purchaser, and vice versa.
- Broker-dealer QIB threshold is $10 million, not $100 million. The lower threshold for broker-dealers acting for their own account is a common trap on the exam.
What Are the Types of Financing Transactions?
Bankers structure transactions across four dimensions.
| Dimension | Choices |
|---|---|
| Security type | Debt, equity, or hybrid (convertibles, preferred stock) |
| Registration channel | Public offering (registered with the SEC) versus private offering (144A resale, Regulation D placement) |
| Equity issuance type | IPO (initial public offering); follow-on (additional offering by an existing public issuer); private investment in public equity (PIPE); forward sale (priced now, settled later) |
| Source of shares | Primary (newly issued by the company; proceeds go to the company) versus secondary (existing holder sells; proceeds go to the seller) |
Exam Tip: Gotchas
- Primary vs secondary. Primary equals new shares issued by the company, dilutive to existing holders, proceeds go to the company. Secondary equals existing shares being resold, non-dilutive, proceeds go to the selling holder. A "secondary offering" in market parlance can sometimes refer to a primary follow-on by a public issuer; check the use-of-proceeds disclosure to know which is which.
- IPO vs follow-on. IPO is the first registered public offering. Follow-on is any subsequent registered offering by an already-public issuer. Both can be primary (company issues new shares) or secondary (existing holders sell).
- PIPE deals are private placements into public companies. The issuer is public but the offering is private: typically sold to a handful of institutional investors at a discount to the market price, without going through a public registration.
What Should You Check on Exam Day?
- Match the organizational structure to its tax treatment and shareholder-count or distribution constraint (S corp, REIT).
- Keep the QIB ($100 million, $10 million for broker-dealers) and qualified purchaser ($5 million/$25 million) thresholds separate; they unlock different exemptions.
- Distinguish primary proceeds (to the company) from secondary proceeds (to the selling holder).
- Recognize PIPE, follow-on, and IPO by their registration status and issuer history, not just by deal size.