Quick Answer
After a financing executes, the underwriter assembles the deal file, complies with broker-dealer recordkeeping, and closes the syndicate account. The SEC "records to be made" rule sets what to create; "records to be preserved" sets retention (6 years, 3 years, or life of the enterprise). The manager settles within 90 days with an itemized statement.
The whole unit on one sheet: the deal file, making records, preserving records, syndicate settlement, and the billing that finalizes each member's economics.
Which One-Liners Win Points?
- The deal file is the underwriter's archived record of an executed financing: correspondence (underwriting group, selling group, issuer), pitch and marketing archives, road show information, book-building documents, prospectuses, and copies of underwriting materials.
- Pitch materials go in the deal file even though they predate the mandate. The deal file is NOT a closing artifact: created at mandate, accumulated through pricing and settlement, preserved for years.
- The "red herring" is the preliminary prospectus, not a separate document. The FINRA general-recordkeeping rule is the hook, not the substance: it points to the Securities Exchange Act of 1934 (SEA) regime.
- The SEC "records to be made" rule provides the substantive list (blotters, ledgers, order tickets, customer-account records, including the investment-objective file) and requires records be current, generally by the following business day. The "records to be preserved" rule sets how long and in what format; underwriting-specific records are NOT a separate regime.
- Syndicate correspondence is a communications record, not an order-ticket record. Storage must be non-rewriteable, non-erasable (WORM) or an audit-trail-compliant electronic system, with a designated officer able to give regulators access.
- The syndicate settlement date is when the issuer delivers securities to syndicate members, NOT the date the manager closes the books.
- Final settlement is effected by the syndicate manager, with an itemized statement to each member no later than that date, showing each member's share of gross underwriting compensation, share of allocable expenses by category, and net amount owed.
- For public offerings of corporate debt securities (U.S.-dollar debt of a U.S. or foreign private issuer, excluding money-market instruments), the payout is two-stage, not the standard single 90-day rule.
- Syndicate-account profit and loss has three buckets: income (gross spread, reallowances, over-allotment proceeds), expenses (legal, printing, road show, filing fees, stabilization losses), and allocation per the agreement among underwriters (AAU); stabilization losses are absorbed pro rata, so a member can OWE the manager at final settlement.
- A delayed firm-commitment closing requires immediate notice to FINRA's Operations Department, no later than the scheduled closing date; every subsequent delay needs its own notice.
Which Numbers Matter Most?
| Item | Value |
|---|---|
| Retention, 6-year tier | Principal books (blotters, ledgers, customer-account records); FINRA default floor with no other period specified; personnel "explain records" list |
| Retention, 3-year tier | Order tickets, trial balances, confirmations, bills, written agreements, communications, associated-person records, financial reports, most other records |
| Retention, life of enterprise | Organizational and registration documents (articles of incorporation, minute books, stock-certificate books), including any successor enterprise |
| "Easily accessible" window | First 2 years, for both the 6-year and 3-year tiers |
| Customer/associated-person record triggers | Account-opening/maintenance records: 6 years after closure. Detailed customer-information: 6 years from earlier of closure or last update. Associated-person: 3 years after termination. Customer complaints: 4 years. |
| Records prepared by | The following business day (varies by category) |
| Syndicate settlement | Settlement date = when the issuer delivers securities (≈ closing date); final settlement within 90 days of that date; itemized statement due no later than final settlement |
| Corporate debt payout | Stage 1: at least 70% of gross amount due within 30 days. Stage 2: remainder within 90 days. |
| Standard U.S. settlement cycle | T+1 |
Which Gotchas Trip Students Up?
- 6-year vs 3-year: ledgers and customer-account records are 6 years; order tickets and communications (email, instant message, text, social media) are 3 years. The exam loves swapping these.
- Organizational documents have the LONGEST period: life of the enterprise and of any successor, never a fixed 6-year window.
- Customer-complaint records are 4 years (a FINRA-side rule), not 3 or 6.
- Associated-person records run 3 years after termination, not 3 years from creation.
- "Easily accessible" is the first 2 YEARS for most records (not 6 months), but customer-account and associated-person records stay accessible their ENTIRE period.
- The 30-day / 70% stage is corporate debt only; do not apply it to an equity IPO or follow-on. Stage 1 is "at least 70%," not exactly 70%.
- The syndicate settlement date is the securities-delivery date, NOT a later bookkeeping date; final settlement is a separate accounting closeout that starts its clock from that date.
- "Miscellaneous" on the itemized statement must not be disproportionately large; other major expenses must be itemized separately.
- League-table submission is reputational, not regulatory: a late submission is a competitive miss, not a FINRA recordkeeping violation.
One-Breath Recap
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.
Need more than the recap? Read the full Post-Execution Financing Activities unit.