Welcome to Post-Execution Financing Activities: the recordkeeping and final-billing workstream that closes out an executed financing. After the offering prices, the deal closes, and the securities are delivered, the underwriter still has work to do: assemble the deal file, comply with broker-dealer recordkeeping rules, and close out the syndicate account so each member is paid its share of net proceeds.
Exam Weight: Part of 27% / 20 items (Function 2)
What You'll Learn
In this unit, you'll cover:
- The Deal File: The underwriter's archived record of an executed financing, including correspondence with the underwriting group, selling group, and issuer; archives of pitch and marketing materials; road show information; book-building documents; prospectuses (preliminary, pricing, and final); and copies of underwriting materials
- Books and Records Creation: The FINRA general-recordkeeping framework that hooks into the Securities Exchange Act of 1934 (SEA) recordkeeping regime, plus the substantive list of records that broker-dealers must MAKE and keep current under the SEC's "records to be made" rule, including blotters, ledgers, order tickets, customer-account information, and associated-person records
- Books and Records Retention: The three retention tiers under the SEC's "records to be preserved" rule (6 years, 3 years, life-of-the-enterprise), the "first 2 years easily accessible" requirement, the communications-retention regime for emails and instant messages, and the storage-format mandate (non-rewriteable, non-erasable (WORM) or audit-trail alternative)
- Settlement of Syndicate Accounts: The 90-day final-settlement rule for the syndicate manager, the itemized-statement requirement to each syndicate member, and the two-stage approach for public offerings of corporate debt securities (70% within 30 days, remainder within 90 days)
- Tracking of Billing and Finalization: The components of the syndicate-account profit and loss (P&L), the final documents produced (syndicate-account settlement memo, itemized statements, closing binder, league-table submission), and how these documents feed back into broker-dealer recordkeeping
Why This Matters
Post-execution activities are the layer the Series 79 tests when it asks how a closed deal gets archived, billed, and retired. The work is unglamorous, but the rules around it are very precise.
The Series 79 tests this material as a sequence of recordkeeping and final-billing duties:
- What documents must live in the deal file (correspondence, prospectuses, underwriting materials, road show info, book-building artifacts)
- What records every broker-dealer must MAKE under the SEC recordkeeping framework (the books, ledgers, order tickets, customer-account information)
- How long each category of record must be PRESERVED, and where in the firm it must be kept "easily accessible" for production to regulators
- How the syndicate manager must close out the syndicate account (the 90-day clock, the itemized statement, and the new 70% / 30-day stage for corporate debt)
Let's start with the deal file: the underwriter's archived record of the transaction and the anchor for every downstream recordkeeping obligation.