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: Bankers pull data from five source types (commercial databases, proprietary deal history, regulatory filings, investor-relations sites, media) and run it through five analyses that move broad to narrow, down to trading comps (public peers, live prices) and precedent transactions (past deals, higher multiples by the control premium). The Exchange Act supplies the filings: periodic reports (annual, quarterly, and the 4-business-day current report), ownership filings at the 5% threshold (the active filing on a 5-business-day clock, the passive filing slower), institutional-manager filings at $100 million, proxies, and insider forms backed by strict-liability short-swing profit recovery inside 6 months. Client work runs under engagement letters and non-disclosure agreements, and when material nonpublic information is in play the banker sits on the private side of the information barrier; that same barrier walls off research, whose analysts observe the IPO and secondary quiet periods and disclose any recent manager role.
• Analysis and Evaluation of Data: This is the analytical engine of the 49% function: build three linked financial statements, then run liquidity, profitability, and leverage ratios where the tested traps are which denominator strips out leverage (return on assets and return on invested capital yes, return on equity no) and which metric subtracts cash (net debt, and therefore Enterprise Value). Value the company three ways: comparable companies on live trading multiples, precedent transactions on past deal multiples that carry a control premium (so they price higher), and a Discounted Cash Flow where free cash flows discount at the Weighted Average Cost of Capital plus a terminal value that is 60% to 80% of the answer. Nail accretion/dilution direction (stock-funded is accretive when target price-to-earnings is below the acquirer's) and Enterprise Value (add debt, preferred, minority interest, subtract cash).
• 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, and non-issuer defendants escape it only by proving a reasonable investigation whose depth slides with issuer type, security type, underwriting arrangement, and information availability. On an M&A deal the same workstreams sit on both desks with the verbs flipped: the sell-side banker builds the data room, hosts buyers, and runs reverse diligence on the buyers' ability to close, while the buy-side banker consumes the record, inspects, and hunts synergies. Layered on any public-company target are the three Sarbanes-Oxley checkpoints: no issuer loans to insiders, insider ownership reports 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 conditions the market and 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, with access-equals-delivery satisfying the duty while the 48-hour rule still forces preliminary-prospectus delivery in an Initial Public Offering. Layered on top are shelf registration and the Well-Known Seasoned Issuer automatic shelf (3-year life, effective on filing) and the JOBS Act Emerging Growth Company framework (5 years, test-the-waters, 2 years of audited financials). Regulation FD polices selective disclosure (intentional cured simultaneously, non-intentional within 24 hours), and the corporate-financing and conflicts rules run the fairness review with a qualified independent underwriter when a member takes 5% or more of proceeds.
• Underwriting Syndicate Activities: A syndicate is held together by the Agreement Among Underwriters, signed with several-not-joint liability, and the Selected Dealers' Agreement, signed by selling-group 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 that trigger the prohibited-representations and escrow rules, and standby as a firm commitment on a rights offering. Lock-ups are private 180-day contracts, not SEC mandates, with the underwriter holding the waiver right. Regulation M restricts distribution participants (with an actively-traded exception) across a no-day, 1-day, or 5-day restricted period the lead manager documents with FINRA deal wires.
• Execution and Distribution: Execution starts with the road show (management presents, bankers coach) launched after the red herring is filed, feeding non-binding indications of interest into the book, whose demand the bookrunner reads to size, price, and time the print. Allocation splits retail from the institutional pot, and the gross spread divides 20% management, 20% underwriting, and 60% selling concession (the only variable piece). Post-pricing support runs through the greenshoe (up to 15% of the base, typically 30 days) and stabilizing bids (at or below the offering price, one at a time), while Regulation M restricts participant trading before pricing. The new-issue rule keeps restricted persons out of common-equity Initial Public Offerings, bars spinning, and enforces fixed pricing; Regulation Best Interest, suitability, and Form CRS protect the end customer.
• Post-Execution Financing Activities: Post-execution is the recordkeeping-and-billing layer on top of an already-executed deal: the underwriter assembles the deal file (correspondence, marketing archives, road show, book-building, prospectuses), created at mandate and preserved for years, not closed at settlement. The recordkeeping rules set the three retention tiers: 6 years for principal books, 3 years for order tickets and communications, and life of the enterprise plus at least 3 years for organizational documents, with the first 2 years easily accessible and communications stored in an audit-trail system. Watch the retention swaps: 6 years for ledgers, 3 years for communications, 4 years for customer complaints. The syndicate manager settles within 90 days of the syndicate settlement date, and public corporate debt gets a two-stage payout of at least 70% within 30 days and the remainder within 90.
• Exempt Securities (1933 Act): The Securities Act of 1933 presumes registration, so an exempt security is the category-wide pass on three paths: the traditional intrastate safe harbor tests the state of incorporation and bars out-of-state offers, while the modernized intrastate exemption tests the principal place of business and allows out-of-state offers, yet both forbid out-of-state sales, share the four doing-business alternatives (80% revenues, assets, or net proceeds, or a majority of employees), and lock resales to in-state residents for six months. Regulation A files an offering statement and is qualified, not registered, splitting into Tier 1 (up to $20 million, no audit, state review) and Tier 2 (up to $75 million, audited financials, state preemption, 10% non-accredited cap, ongoing reporting). Testing the waters is allowed, and Regulation A securities trade freely on qualification unlike the intrastate six-month lock.
• Exempt Transactions (1933 Act): The exemption attaches to the transaction, not the security, so a share freely tradable in an Initial Public Offering is restricted when sold privately. Issuers raise unregistered capital through the no-public-offering exemption (operationalized by Regulation D, where the accredited-investor definition, the 35 non-accredited cap under the private safe harbor, and the notice filing within 15 days of first sale are the tested mechanics) or through Regulation S offshore, where the distribution compliance period gates resales back into the United States. Holders get liquid through the restricted-share resale safe harbor (6-month reporting / 12-month non-reporting holding period, greater-of volume limit, a notice filing over 5,000 shares or $50,000), the qualified-institutional-buyer resale safe harbor for institutions at $100 million, or Regulation S. Control persons face the underwriter definition and reach the market via those same safe harbors.

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

• M&A: Sell-Side Transactions: Sell-side is a timeline: sign the engagement letter (tail provision survives), put a menu of alternatives on the board's table, value the company on a football-field chart, then market it up the staircase (anonymous teaser, then non-disclosure agreement, then Confidential Information Memorandum, then bidding procedures). Bidders send non-binding Indication of Interest ranges in round one and firm Letters of Intent binding on exclusivity in round two, while the banker layers on tax coordination (reorg types, the golden-parachute trigger and haircut, the compensation cap) and antitrust (Hart-Scott-Rodino thresholds, the waiting period, national-security review). Evaluate each bid on currency strength and accretion/dilution (acquirer price-to-earnings over target price-to-earnings wins an all-stock no-premium deal), then hand off to a legal-led definitive agreement and a "fair, from a financial point of view" fairness opinion, all designed as a fiduciary-compliant process from the start.
• M&A: Buy-Side Transactions: Before pricing anything, the buy-side banker gates the deal on whether the acquirer can execute it (strategy, resources, financial capacity), because a deal can clear valuation and still be unfundable. The target is valued four ways: trading comps set the standalone floor, precedent transactions anchor the high end with a 25% to 50%+ control premium, Discounted Cash Flow triangulates intrinsic value (terminal value drives about 75% of it), and the Leveraged Buyout sets the walkaway. In parallel the banker diagnoses anti-takeover defenses (a friendly bid with prior board approval sidesteps the control-share, fair-price, and business-combination statutes), designs tax structure (the reverse triangular merger preserves contracts; tax deferral rides only the stock portion), and clears credit before arranging committed financing. It converges into a two-step bid: a non-binding Indication of Interest range, then a partially binding Letter of Intent.
• Fairness Opinions: A fairness opinion is a financial advisor's written conclusion that the consideration in a deal is fair, from a financial point of view, to the named party, and it supports (but does not replace) the board's state-law duty of care. Inside the bank the FINRA fairness-opinion rule demands written procedures with a fairness committee (balanced, non-deal-team review), and the analysis must rest on a substantial basis while disclosing whether client data was verified. When the opinion will reach public shareholders, the letter carries six disclosures headlined by the success fee, stapled financing, and the two-year material-relationships lookback, because the rule discloses conflicts rather than prohibiting them. That opinion then drives a separate proxy disclosure under Regulation M-A that adds advisor selection and a summary of the 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. Cash deals file a proxy while stock deals add a joint proxy and prospectus on Form S-4 (one document, two hats), and the acquirer's 20% share issuance triggers a second vote. Closing conditions must all hold, with bring-down (reps still true at closing) kept distinct from no-material-adverse-change (a durationally significant Material Adverse Effect, rarely cleared). Deal protection locks the parties in through the no-shop, a fiduciary out with a short matching period, a 1% to 4% target break fee, and a larger buyer reverse termination fee. The merger current report is due within 4 business days of signing while the press release and deck ride along as exhibits, and the banker develops all of it but signs none of it.
• Tender Offer Regulations: The Williams Act built a neutral disclosure-and-process regime and split tender offers into the third-party rules (bidder over 5% after consummation) and the universal rules (every offer), with courts filling the missing definition through a multi-factor test. The bidder files its disclosure statement at commencement, the target answers on its solicitation/recommendation statement within 10 business days (recommend, oppose, neutral, or unable, never silence), and the offer stays open at least 20 business days, extending 10 for price or percentage changes. Equal treatment (all-holders, best-price with its independent-committee compensation carve-out) blocks side deals, and the tender-offer insider-trading rule bans trading on deal information with no fiduciary breach required. Add proration for oversubscribed partial offers, the optional subsequent period with no withdrawal rights, and the under-5% mini-tender that still owes anti-fraud.
• Financial Restructuring and Bankruptcy: Distress is a waterfall, and the Absolute Priority Rule is its engine: debtor-in-possession financing and administrative expenses sit on top, secured beats unsecured, mezzanine ranks at the bottom of the debt stack, and equity is wiped before junior debt is impaired. Chapter 11 keeps the debtor in possession under an automatic stay, funded by tiered debtor-in-possession financing (a priming lien can outrank pre-petition secured lenders with adequate protection), and a plan confirms only after a separate disclosure statement and a class vote of more than two-thirds in amount and one-half in number, or a non-consensual cramdown. The company can move faster through a prepackaged case, a free-and-clear going-concern asset sale via a stalking-horse auction, or an out-of-court exchange offer (though holdouts can sink it). On the M&A side, the merger-vote-as-sale rule triggers Form S-4 registration for stock deals, and Regulation M-A folds everything into one joint proxy statement and prospectus.

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