One-Page Cheat Sheet

This is the whole book at a glance. It assumes you have already worked through the units; each line is a memory jog, not a first lesson. If a line reminds you that you forgot something, go back to that unit's rapid-fire sheet.

Collection, Analysis & Evaluation of Data (Function 1, 49%)

• Collection of Data: This unit pulls data from five source types (databases, proprietary deal history, EDGAR/EMMA filings, company sites, media) into five analyses running broad to narrow, ending in trading comps and precedent transactions (which may carry a control premium); the Exchange Act of 1934 supplies the filings, periodic reports, ownership filings at 5% (13D active, 13G passive), Form 13F, proxies, and insider Forms 3, 4, 5, backed by strict-liability short-swing recovery; client work runs under engagement letters and NDAs, and MNPI keeps the banker on the private side of the wall from research, which cannot join pitches, must observe quiet periods, and must disclose manager status.
• Analysis and Evaluation of Data: This unit drives Function 1 (49% of the exam): three linked statements (net income ties to all three, cash ties to the cash flow statement) feed liquidity, profitability, and leverage ratios, where ROA and ROIC strip out leverage but ROE does not, and net debt, therefore EV, subtracts cash; value a company three ways, trading comps, precedent transactions that may carry a control premium, and a DCF at WACC (tax shield on debt only) to a terminal value; a stock-funded deal is accretive when target P/E is below the acquirer's; filings run 13D active, 13G passive, 13F institutional; financing runs QIB $100 million, going-private below 300 holders, Schedule 14D-9 within 10 business days.
• Due Diligence Activities: Due diligence defends the Securities Act disclosure standard, which attaches liability to both an untrue statement of material fact and a material omission; non-issuer defendants escape it only by proving a reasonable investigation whose depth slides with the issuer, security type, the defendant's role, and reliance on knowledgeable personnel. On an M&A deal the same eight comparison categories line up on both desks with the verbs flipped: the sell-side banker indexes the data room and runs reverse due diligence on the buyers' ability to close, while the buy-side banker runs background checks and risk discovery (off-balance-sheet, unfunded liabilities) and hunts cost-saving synergies; layered on any public-company target are three Sarbanes-Oxley checkpoints, no issuer loans, Form 4 within two business days, and dual management-plus-auditor internal-control assertions.

Underwriting & New Financing (Function 2, 27%)

• Public Offerings: Every registered offering rides the registration spine: pre-filing means silence (any offer is gun-jumping), the waiting period opens oral offers plus three written lanes (tombstone, red herring, free-writing prospectus) with sales still barred, and the post-effective period allows sales once the final prospectus is filed, satisfying access-equals-delivery. The 48-hour rule still forces preliminary-prospectus delivery for a previously nonreporting issuer. Layered on top: the WKSI automatic shelf (3-year life, $700 million float OR $1 billion registered debt) and the JOBS Act EGC framework (5 years or an earlier trigger, $1.235 billion revenue cap, 2 years of audited financials). Regulation FD polices selective disclosure, and FINRA's fairness review runs no fixed compensation ceiling, a 180-day lock-up, and a QIU only when no other route applies.
• Underwriting Syndicate Activities: A syndicate runs on the Agreement Among Underwriters (several-not-joint liability) and the Selected Dealers' Agreement, signed by dealers who bear no inventory risk and earn only the concession. Commitment type decides who eats unsold shares: firm commitment (principal, underwriter's risk), best efforts (agent, issuer's risk), with all-or-none and mini-max as contingency variants triggering the prohibited-representations and escrow rules, and standby as a firm commitment on a rights offering. Lock-ups are private, typically 180-day contracts, not SEC mandates, with the underwriter usually holding the waiver right. Regulation M restricts distribution participants (actively-traded exception) and, in parallel, issuers and shareholders (no exception), across a no-day, 1-day, or 5-day period; the selling-agreement disclosure rule lives inside the dealer agreements, not the prospectus.
• Execution and Distribution: The road show launches after the red herring is filed, feeding non-binding IOIs into the book; the bookrunner reads the demand curve to recommend size, price, and timing for the issuer to approve. Allocation splits retail (free retention) from the institutional pot (fixed or jump-ball), and the gross spread divides 20% management, 20% underwriting, 60% selling concession, the only variable piece, by convention not rule. Post-pricing support runs through the greenshoe (up to 15% of the base) and stabilizing bids (one at a time, downward only), while Regulation M restricts trading through the distribution and the short-sale rule bars restricted-period shorts from the offering. The new-issue rule keeps restricted persons out of common-equity IPOs; Reg BI, suitability, and Form CRS protect the customer; NSMIA preempts state registration, never antifraud.
• Post-Execution Financing Activities: Post-execution work is the recordkeeping-and-billing layer on top of an already-executed deal: the underwriter assembles the deal file, created at mandate, preserved for years, not closed at settlement. The SEC "records to be made" rule sets what to create and keep current by the next business day; "records to be preserved" sets three tiers: 6 years for principal books, 3 years for order tickets and communications (first 2 years easily accessible, WORM or audit-trail storage), life of the enterprise for organizational documents. Watch the swaps: 4 years for customer complaints, 3 years after termination for associated-person records. The manager effects final settlement within 90 days of the syndicate settlement date with an itemized statement; public corporate debt gets a two-stage payout, at least 70% within 30 days, remainder within 90.
• Exempt Securities (1933 Act): The 1933 Act presumes registration, so an exempt security is the category-wide pass this unit covers on three paths: the traditional intrastate safe harbor (BOTH incorporation and principal place of business in-state, bars out-of-state offers), the modernized exemption (drops incorporation, allows out-of-state offers), and Regulation A. Both intrastate paths forbid sales to anyone but an actual or reasonably-believed in-state resident, share the four doing-business alternatives (80% revenues, assets, or net proceeds, or a majority of employees), and lock resales in-state for six months. Regulation A is qualified, not registered, splitting into Tier 1 (up to $20 million, no audit) and Tier 2 (up to $75 million, audited, NSMIA-preempted, 10% non-accredited cap, ongoing reporting); its securities trade freely on qualification, unlike the intrastate lock.
• Exempt Transactions (1933 Act): The 1933 Act requires registration unless an exempt transaction applies, and the exemption attaches to the transaction, not the security, so an IPO share is restricted once sold privately. Issuers raise capital through the no-public-offering exemption, run by Regulation D (accredited investor tests, the 35 non-accredited cap, verified-AI verification, Form D within 15 days of first sale) or Regulation S offshore, where category number sets restriction intensity and the compliance period gates resales back into the U.S. rather than acting as a holding period. Holders get liquid through the restricted-share safe harbor, the QIB harbor (144A) at $100 million discretionary securities, or Regulation S; control persons use those same harbors or an expensive registered resale. The PPM anchors the document stack as anti-fraud, not strict-liability.

M&A, Tender Offers & Restructuring (Function 3, 24%)

• M&A: Sell-Side Transactions: Sell-side runs a timeline: engagement letter (Lehman tiers 5-1%), a menu of alternatives (sale, spinoff, split-off, carve-out), and a football-field valuation with a 20-40% control premium; market it (teaser, NDA, CIM, bidding procedures), taking non-binding IOI ranges then firm LOIs binding on exclusivity. Seven reorg types handle tax; HSR review runs 30 days for a merger, 15 for a cash tender, CFIUS runs a national-security track. Evaluate each bid on currency and accretion (P/E rule), watch the 101% change-of-control put and the 60-day WARN Act notice, hand off to a legal-led definitive agreement and fairness opinion inside a Revlon auction Series 79 treats as background, not case law.
• M&A: Buy-Side Transactions: The buy-side banker gates the deal on whether the acquirer can execute (strategy, resources, capacity), then reviews the seller's CIM and values the target four ways: trading comps (no control premium), precedent transactions (often control value), DCF (terminal value sensitized), and LBO (sponsor-price cross-check). The banker diagnoses defenses (prior board approval can sidestep control-share, fair-price, and business-combination statutes), coordinates tax structure (the reverse triangular merger preserves contracts; deferral rides only the stock portion), and arranges financing, converging into a two-step bid: an Indication of Interest range, then a Letter of Intent, inside the target board's Unocal/Revlon backdrop.
• Fairness Opinions: A fairness opinion is a financial advisor's written conclusion that an M&A deal's consideration is fair, from a financial point of view, to the named party; it supports, but does not replace, the board's state-law duty of care on both buy-side and sell-side mandates. Inside the bank, FINRA requires written procedures with a fairness committee (selection, qualifications, balanced non-deal-team review, and valuation appropriateness). Once the opinion may reach public shareholders, the letter must carry six disclosures, headlined by the success fee, stapled financing, and the two-year lookback, because the rule discloses conflicts rather than prohibiting them; a separate six-category SEC proxy regime under Regulation M-A then adds advisor selection and a summary of analyses.
• Signing to Closing: Signing is not closing: the definitive agreement binds the parties to close subject to conditions, and the gap period runs disclosure, regulatory clearance, and communications for both bankers. Cash deals file a Schedule 14A proxy; stock deals add a joint proxy and prospectus on Form S-4, and a large issuance triggers a second vote. Closing conditions must hold, bring-down distinct from no-MAC. Deal protection locks the parties in through the no-shop, a fiduciary out, a target break fee, and a larger buyer reverse fee. The 8-K is due within 4 business days while the furnished press release and deck ride as exhibits, and the banker develops all of it but signs and distributes none.
• Tender Offer Regulations: The Williams Act built a neutral disclosure regime, splitting tender offers into the third-party rules (registered equity, bidder over 5% after consummation) and the universal rules (every offer), with courts filling the "tender offer" gap via the Wellman 8-factor test. The bidder files Schedule TO at commencement, the target answers on Schedule 14D-9 within 10 business days (recommend, oppose, neutral, or unable, never silence), and the offer stays open at least 20 business days. Withdrawal rights revive after 60 calendar (third-party) or 40 business days (self-tender). Equal treatment (all-holders, best-price) blocks side deals; insider trading is banned with no fiduciary breach required. Add proration and the under-5% mini-tender still owing anti-fraud: framework, timing, document.
• Financial Restructuring and Bankruptcy: Distress flows down a priority waterfall, enforced at cramdown by the Absolute Priority Rule: DIP financing and admin expenses sit on top, secured beats unsecured, mezzanine sits near the bottom, and equity is wiped before junior debt is impaired. Chapter 11 keeps the debtor in possession under an automatic stay; a plan confirms after a disclosure statement and a two-thirds-amount, over-half-number vote, or cramdown. Faster paths: a prepackaged case, a going-concern sale, or an out-of-court exchange (holdouts can sink one). The merger-vote-as-sale rule triggers Form S-4 under the Regulation M-A / Schedule 14A overlay.

That's the whole exam on one page. If you can read each line and hear the full unit behind it, you're ready.