If you’re studying for the FINRA Series 82 exam, the updated and expanded Solomon Series 82 Video Lecture is a great addition to your study plan. Continue reading
If you’ve ever studied for a securities licensing exam like the SIE, Series 7, or Series 65, then you know how important it is to have the best study materials. Great materials that suit your learning style can mean the difference between passing your exam on the first attempt and being forced to retake the exam one or more times.
The new version of the Solomon Series 82 Video Lecture contains all the content of the original version, with additional information in several sections. The refreshed Lecture also includes four brand new sections. Here’s what to expect in the new version:
Added information on types of exempt offerings, including Regulation S, Regulation CF, and the Fast Act Exemption
New section that details the process for structuring and issuing a Regulation D offering, including disclosure information
New segment that deals extensively with rules on aggregation and integration
Added information about requirements for opening an account and making recommendations, including SEC Regulation Best Interest
Added information on types of accounts, including retirement accounts
Added information related to FINRA communications rules
New detailed sections on equity and debt securities
“The Series 82 exam is focused on solicitation and sale of private placement securities products as part of a primary offering. The Series 82 is not a long exam, just 50 questions, but it’s very rule-focused, and most people need at least 60 hours of study time. Having comprehensive, up-to-date study materials makes a big difference. Solomon’s upgraded Series 82 Video Lecture is designed to complement the Solomon Series 82 Study Guide and Exam Simulator with engaging lessons taught by Solomon professors. The Video Lecture is an excellent way to solidify key exam concepts, especially for visual and auditory learners. You can also download the slides and print them out if you like to take notes.”
President and Co-founder of Solomon Exam Prep
How To Use the Video Lecture in Your Study Plan
Solomon Video Lectures are recorded courses taught by Solomon content professionals that highlight the most crucial exam topics. We recommend watching the Video Lecture as a helpful overview of each chapter before reading the Study Guide. Alternatively, use the Video Lecture to review before taking your exam. All Solomon Video Lectures include downloadable slides for convenient note-taking. Taking notes while you watch will help you stay focused and learn better.
"The Series 82 materials were extremely helpful to passing a difficult exam. Up-to-date materials with a mix of video and reading content, as well as helpful practice tests. The best material available for the Series 82 by far."
Solomon Series 82 student
"Solomon has a dedicated team of professionals who prepare the written materials, present video summaries and provide practice exams in 4 different formats and are available anytime to answer questions and clarify materials. Thanks to a robust study program I felt fully prepared and confident to write the Series 82 exam and achieved a [passing] score...Thank you Solomon Exam Prep."
Wren Capital LLC, NY, NY
Series 82 Study Materials
Solomon offers several learning modalities for the Series 82 exam, in addition to the Video Lecture. The 5th edition of theSeries 82 Study Guide is available as a digital subscription with a hardcopy upgrade option. The Series 82 Exam Simulator complements the Study Guide with thousands of practice questions so you can hone, track, and assess your knowledge. The Series 82 Audiobook is a word-for-word reading of the Study Guide for studying on the go. And the Series 82 Flashcards are digital cards that teach you key definitions and concepts.
You can purchase Series 82 materials individually or in several package options. Customers also have access to free tools and resources, including a study schedule in digital and pdf formats, which helps you master the exam material with maximum efficiency.
The updated 5th edition of the Solomon Series 82 Study Guide covers everything you need to know to pass the FINRA Series 82 exam. Continue reading
If you work at a FINRA member firm and want to become a registered representative, you’ll need to pass a job-specific FINRA licensing exam. One such exam is the Private Securities Offerings Representative Exam, also known as the Series 82. The Series 82 exam is half the length it once was (50 questions instead of 100), but it hasn’t become much easier. How should you prepare for the exam?
Solomon Exam Prep is delighted to release the 5th edition of “The Solomon Exam Prep Guide: Series 82 FINRA Private Securities Offerings Representative Exam.” With this updated version of the Study Guide, professionals who want to become a registered Private Securities Offerings Representative can learn the content they need to know to pass the Series 82 exam. Passing the Series 82, along with the co-requisite Securities Industry Essentials (SIE) Exam, qualifies an individual for the sale of private placement securities as part of a primary offering.
About the Series 82 Exam
The Series 82 is a fairly difficult exam that requires candidates to study a wide range of securities, regulations, and market information. Exam topics are divided into four sections:
Section 1: Seeks Business for the Broker-Dealer from Customers and Potential Customers
Section 2: Opens Accounts After Obtaining and Evaluating Customers’ Financial Profile and Investment Objectives
Section 3: Provides Customers with Information About Investments, Makes Suitable Recommendations, Transfers Assets and Maintains Appropriate Records
Section 4: Obtains and Verifies Customers’ Purchase Instructions and Agreements; Processes, Completes and Confirms Transactions
To help prepare candidates for this challenging exam, the Solomon Series 82 Study Guide is continually kept up to date to reflect current rules and regulations, and it covers all key exam topics. Charts, graphs, and practice questions throughout the text support learners in understanding and applying important concepts.
“The rules are a big part of the Series 82, but becoming registered as a Private Securities Offerings Representative is about more than learning to play by the rules – it means you are expected to be competent. That’s why passing the Series 82 requires mastering a wide range of knowledge. The Series 82 is a high bar, but once you’ve hurdled it, you’ll be a knowledgeable private securities industry professional.”
Solomon Exam Prep President and Co-founder
What changes with this new edition?
The core content of the Series 82 Study Guide remains the same, but some important changes include:
Expanded and updated discussion of Regulation D private placements, including the SEC’s new definition of accredited investors
A new section with extensive coverage of Regulation Best Interest and the new suitability requirements it imposes on BDs
Information about the SEC’s new, higher exempt offering dollar caps
Added discussion of the SEC’s new Rule 152, which has a major impact on how exempt offerings retain their exempt status
Updated and expanded explanation of crowdfunding
Updated and expanded coverage of using finders to identify potential investors
Revamped discussion of member private offerings rules
Additional coverage of gifts and charitable donations
Information about the SEC’s fair disclosure rules
Content updates for this new edition are also reflected in the Solomon Series 82 Exam Simulator. The online Exam Simulator complements the Study Guide with over 1,700 practice questions for the Series 82. Hone, track, and assess your knowledge by taking unlimited chapter quizzes and full exams to practice what you’ve learned.
“I took the Series 82 just four weeks after passing the SIE. I followed the study plan, took tons of the great practice tests, got great advice from Karen [Solomon Co-founder & Content Director], and everything worked out well. It was literally the perfect test prep experience... 100% rating. Thank you, Solomon!”
DAK Capital / DAK Group, Rochelle Park, NJ
Series 82 Study Materials
The Series 82 Study Guide is available as a digital subscription with a hardcopy upgrade option. You can purchase the Study Guide individually or in a package with supporting Series 82 study products. Customers also have access to free tools and resources, including a study schedule in digital and pdf formats, which helps you master the exam material with maximum efficiency.
To learn more about Solomon Exam Prep’s Series 82 study materials, including Study Guide, Exam Simulator, Audiobook, Video Lecture, and Flashcards, visit the Solomon Series 82 product page.
Series 82 Exam Practice Questions
Test your Series 82 knowledge! The questions below come from Solomon’s industry-leading Exam Simulator:
1. A Regulation A (also called Regulation A+) offering is for a maximum amount of securities of:
$75 million or less during a 6-month period
$75 million or less during a 12-month period
$10 million or less during a 12-month period
$10 million or less during a 6-month period
2. What is the equivalent taxable yield of a 6.5% municipal bond if the investor’s tax bracket is 25%?
3. According to Regulation D, which of the following are NOT considered “accredited investors?”
A married couple with an annual joint earned income of $250,000 for two years
An individual with an annual earned income of $250,000 for each of the last two years
An individual with a net worth of $1,500,000, not counting his or her home
All are considered
Answers: 1) B. 2) B. 3) A.
For more Series 82 practice questions and to try out the Solomon Exam Simulator, take Solomon’s free Series 82 Sample Quiz!
The Solomon Series 82 Live Web Class will help you learn important exam topics from a Solomon Professor. Class recording included for replay. Continue reading
Are you preparing to take the FINRA Series 82 exam and looking for additional support? Solomon Exam Prep offers a Series 82 Live Web Class to help you prepare! The Solomon Series 82 Live Web Class is designed to supplement your studying with live, online instruction. In this 4-day intensive class, a Solomon content professional leads you step-by-step through the most important Series 82 exam topics.
The class covers the following Series 82 topic areas:
Seeks Business for the Broker-Dealer
Safe Harbors from Registration under the 1933 Act
Communications with the Public
Supervision and Communications with the Public
Provides Information, Makes Recommendations, Maintains Records
Financial Goals and Strategies
Taxation of Debt and Equity Securities
Types of Risk and Recordkeeping Requirements
FINRA Conduct Rules
Verifies Purchase Instructions and Completes Transactions
Customer Complaints and Dispute Resolution Procedure
Click the link below to find out when the next class is scheduled and sign up. Not sure if a Solomon Live Web Class is right for you? Read our frequently-asked-questions below.
Frequently Asked Questions about Solomon Live Web Classes
Where can I take a Live Web Class?
Classes take place online using Zoom, so you can learn anywhere you have an internet connection. Attend classes on your computer, tablet, or smart phone.
When can I take a Live Web Class?
Although classes are live and scheduled at specific times, you can also learn asynchronously. Solomon provides class attendees with daily class recordings in case you miss any live class time. Recordings are available in your student account for 30 days after the class ends.
Who teaches Solomon Live Web Classes?
Solomon Live Web Classes are taught by members of Solomon’s content team. As a result, you benefit from authoritative instruction on exam concepts, contextualized by supporting examples.
Am I able to interact with the instructor during the class?
The live, interactive format gives you the chance to listen to an expert explain tricky concepts, plus ask questions when needed using the chat feature in Zoom.
Why should I take a Live Web Class?
There are many reasons you might decide to take a Live Web Class:
You want to begin your studies with an overview from an instructor. A Live Web Class will take you through the most important exam concepts, and you’ll come away with a good idea of what you need to study to be well-prepared for the exam.
You struggle with self-paced learning. If it’s hard to stick to the Solomon Study Schedule, then taking a Live Web Class can help you get through the most important exam concepts in a short period of time. A class isn’t a substitute for reading the Study Guide and taking practice exams in the Exam Simulator, but it will enable you to learn a lot of information and set you on the right track to completing your study plan.
You attempted the exam previously and didn’t pass, so you think a class could help you pass the next time. A Live Web Class will give you a comprehensive overview of the most important exam topics, explained by a Solomon content professional. And you’ll have the opportunity to ask questions and get clarification on any confusing points.
You want to review before taking the exam. Once you’ve completed a Solomon Study Schedule and are nearing your exam date, a Live Web Class is the perfect way to review all the crucial exam concepts and clear up any trouble areas.
When is the best time to take a Live Web Class?
Many students report getting more out of a class after they’ve spent a significant amount of time studying on their own first. A Solomon Live Web Class is a useful addition to your study plan if you’re struggling with certain topics or want a comprehensive review before taking the exam.
Before taking a Solomon Live Web Class, we encourage you to follow Solomon’s self-paced study course. You can use individual study materials or a package, but at a minimum we recommend the Study Guide and Exam Simulator. Other materials available include Audiobooks, Video Lectures, and digital Flashcards. For the best results, follow a study schedule (Solomon provides free digital and pdf schedules).
Can I take a Solomon Live Web Class if I’m studying with another company’s materials?
Yes, a Solomon Live Web Class is a great way to supplement your self-paced learning, whether using Solomon’s study materials or another company's. Keep in mind, though, that the content of the class aligns closely with the Solomon Study Guide. As a result, studying with Solomon study materials in addition to taking the class will give you the most cohesive experience.
Preparing for the SIE, Series 63, Series 79, Series 82, or another securities licensing exam? Read about one Solomon Exam Prep student’s path to success. Continue reading
Passing a securities licensing exam is no small feat, but four? Solomon Exam Prep recently reached out to Fernando Russo, Vice President of Investment Banking at Young America Capital, to learn more about his success in passing the SIE, Series 82, Series 63, and Series 79 exams (in that order). Whether you need to pass one or multiple exams to reach your career goals, you’ll want to hear about Fernando’s process and helpful tips.
“The content is not rocket science and the math is very simple. It just takes time, dedication and good study materials.”
Solomon Exam Prep: Why did you take your exams in the order that you did? Was this order helpful, or would you change anything if you had to do it again?
Fernando Russo: After the SIE I decided to take the 82 first because I wanted to be licensed as soon as possible. The materials for the 82 seemed simple and I felt confident that I could pass. The 63 came right after because it allowed me to offer securities in my state and be fully registered as an investment banker. The 63 is actually very tricky because it is prepared by NASAA and not by FINRA. Some of the materials are similar but the exam is very different from FINRA exams.
I took the 79 last.
I could’ve gone straight for the 79 but I think that taking the 82 was a good way to get started. It helps build up confidence and knowledge.
The 82, for some, might feel like a practice exam for the 79.
Solomon Exam Prep: Out of the exams you passed, which one required the most study time and why?
Fernando Russo: The 63 is trickier than most people think it is. The study materials are not as extensive as the 79 but the content is very specific and one needs to remember very detailed pieces of information (dates, percentages, etc.). I was studying a lot (2-3 hours a day during the week and 4-6 hours during weekends) but not getting the scores that I wanted on my practice exams, so I had to go back to the books and memorize 85% of the materials.
I spent 25% more time studying for the 63 than for the 79.
“The audiobooks are great. I would listen to the chapters while driving, while working out and while doing many other activities.”
Solomon Exam Prep: How did you approach studying for your exams?
Fernando Russo: I studied each chapter and then took a practice exam for that specific content or section. If I didn’t do well, I would go back to the materials and do it all over again until I passed. I did that over and over and over until I passed. I also found a lot of help in the notes that are found in the Resources Folder. These are great to find definitions, tables and simple explanations for seemingly complicated terms. The audiobooks are great. I would listen to the chapters while driving, while working out and while doing many other activities.
Solomon Exam Prep: How did you take the exams – at a testing center or remotely? How was your experience, and do you have any tips to share?
Fernando Russo: I took all my exams at the same Prometric test center in Chicago, and I did so on Monday mornings. I took Friday off from work and studied all day on Friday and on Saturday. On Sunday, the day before each exam, I did not study at all. Instead of studying I spent the whole day doing a fun activity with my family.
I think that is very necessary to allow the mind to rest before the exam. For each test I studied 30-45 days nonstop and one day of peace before the exam felt necessary. It worked. Each time I woke up the day of the test I felt relaxed and ready.
Solomon Exam Prep: Any words of wisdom to help motivate others who are preparing for exams?
Fernando Russo: Take the practice exams. Take them 1,000 times and then some more. I also recommend studying every day, even 10-15 minutes if the student is swamped with other activities. It keeps the mind engaged and the program moving forward. The content is not rocket science and the math is very simple. It just takes time, dedication and good study materials.
If you’re studying for securities licensing exams, such as the SIE or the Series 7, then you should understand the terms “accredited investor” and “QIB.” Continue reading
If you’ve been studying for the Series 7, 6, 14, 22, 24, 65, 79, or 82, or the Securities Industry Essentials (SIE), then you’ve had to learn about Regulation D private placements and Rule 144A sales. Regulation D private placements are securities offerings that are exempt from the normal SEC registration process and in many cases are sold only to “accredited investors” or limit the involvement of investors who are not accredited. Rule 144A sales are sales of unregistered securities to large institutional investors known as “qualified institutional buyers” or QIBs for short.
You may have wondered about the difference between accredited investors and QIBs. On the surface, these may seem similar. Each refers to a category of investor with resources and/or knowledge above and beyond the average retail investor. So why not just have one standard for buyers under both Rule 144A and Regulation D? After all, the purpose of both Regulation D and Rule 144A is the same: to allow wealthier and more sophisticated investors easier access to investments that may be too risky for the average investor.
To begin to answer this question, we have to start with the fact that wealth and sophistication fall on a spectrum. Investors aren’t neatly divided between small retail investors and huge financial institutions that move millions around without blinking an eye.
You could think of accredited investors as a middle ground between these two extremes. Accredited investors are investors whose financial status or investment knowledge may give them a greater ability to handle the risks inherent in a private placement. There are many ways to qualify as an accredited investor but they all have one thing in common, which is that the SEC believes they indicate an ability to take on risks that regulators believe are unsuitable for most retail investors.
Accredited investors are investors whose financial status or investment knowledge may give them a greater ability to handle the risks inherent in a private placement.
All of the following are considered accredited investors:
Banks, broker-dealers, investment advisers, insurance companies, and investment companies
Corporations, trusts, partnerships, and LLCs with more than $5 million in assets
Most employee benefit plans with more than $5 million in assets
The issuer’s directors, executive officers, and general partners
If the issuer is a privately owned fund, (such as a hedge fund), a knowledgeable employee of the fund, which means an employee with at least 12 months’ experience working on the fund’s investment activities
Individuals with income of $200,000 in each of the last two years, or $300,000 in combination with a spouse or spousal equivalent such as a domestic partner
Individuals with a net worth more than $1 million, alone or with a spouse or spousal equivalent, not including primary residence
Individuals who hold any of these three designations in good standing:
Licensed General Securities Representative (Series 7)
Any firm where all owners are accredited investors (e.g., venture capital firms)
Any other entity with more than $5 million in investments that was not formed specifically to qualify as an accredited investor; the purpose of this category is to include entities that don’t neatly fit into any of the above categories, such as:
Native American tribes
Government bodies, including those of foreign governments
Investment funds created by government bodies
New types of business entities that may be introduced by new laws
An accredited investor that is not an individual—such as a business, governmental, or nonprofit entity—is sometimes called an institutional accredited investor (IAI).
Qualified Institutional Buyers
QIBs are a narrower group of large institutional investors. A QIB is a large institutional investor that owns at least $100 million worth of securities, not counting securities issued by its affiliates. For registered broker-dealers, the threshold is lower, just $10 million. A bank must also have a net worth of at least $25 million in order to be considered a QIB.
If a firm has discretionary authority to invest securities owned by a QIB, those securities count toward whether the firm itself is considered a QIB. So if a broker-dealer has $9 million worth of securities in its own accounts, and holds $1 million worth of securities in a discretionary account belonging to a QIB, then the broker-dealer is itself a QIB.
Common examples of QIBs include broker-dealers, insurance companies, investment companies, pension plans, and banks. However, any corporation, partnership, or LLC could qualify as a QIB. So can an IAI that owns at least $100 million in securities. Individuals can never be QIBs, regardless of their assets or financial sophistication.
Individuals can never be QIBs, regardless of their assets or financial sophistication.
Rule 144A allows QIBs to buy unregistered securities at any time, and freely trade these shares to other QIBs. In effect, QIBs can trade unregistered shares among themselves with almost the same ease as trading registered shares. Selling unregistered securities to anyone other than a QIB commonly requires a the seller to hold the securities for a period of up to 12 months.
A QIB will virtually always meet the criteria to be an accredited investor, whereas an accredited investor may fall well short of QIB status.
Over time, other securities laws and regulations have made use of these two well-known categories. For example, in 2019 the SEC gave issuers more flexibility to test the waters with potential investors before deciding whether to go through with a public offering. When deciding which investors were sophisticated enough to receive test-the-waters communications, the SEC limited these communications to QIBs and institutional accredited investors. Additionally, references to institutional accredited investors have become more common, such as when the SEC revamped its rules around integration of offerings in March 2021.
Know your QIBs from your accredited investors and be ready to pass your securities exam with Solomon Exam Prep.
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Everyone would like to feel confident when they take their securities exam, but how do you know if you’re ready for test day? Solomon Exam Prep can help – with Pass Probability™. Continue reading
Everyone would like to feel confident when they take their securities exam, but how do you know if you’re ready for test day? Solomon Exam Prep can help! With Pass Probability™, now available for the FINRASeries 82 exam, Solomon takes the guesswork out of deciding when to sit for your exam.
Pass Probability™ is Solomon Exam Prep’s innovative technology that measures your readiness to pass your securities exam. Once you take five practice exams in the Solomon Exam Simulator, the Pass Probability™ tool calculates the probability that you will pass your test, with a percentage out of 100.
"A securities licensing exam is hard work and high stakes. Your enemy is uncertainty. Solomon's industry-leading Pass Probability™ feature is based on the results of thousands of Solomon securities students and uses a proprietary algorithm to reduce uncertainty. So you can enter the exam room with confidence."
Co-founder and President of Solomon Exam Prep
But what should you do if you take five practice exams, and the Solomon algorithm determines that you are not ready to take your exam? This is where Solomon’s brand-new feature, the Remediation Report, comes in.
The Remediation Report is an individualized report outlining how to focus your efforts BEFORE taking your exam. It provides an added level of customized study support – sent right to your email.
Watch the latest Solomon Exam Prep video for a complete look at the Solomon learning system and what it offers students and firms. Continue reading
Solomon Exam Prep has helped thousands of financial professionals pass their FINRA, NASAA, MSRB, and NFA licensing exams. Watch the video for a complete look at the Solomon learning system and what it offers students and firms.
To explore Solomon Exam Prep study materials for 21 different securities licensing exams, including the SIE and the Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 65, 66, 79, 82, and 99, visit the Solomon website.
For many when choosing bonds the most important factor is the tax implications. Knowing the after-tax yield and tax-equivalent yield calculations is critical. Continue reading
Bonds can be nice, reliable investments. Pay some money to an issuing company or municipality, receive interest payments twice a year, and then get all of your original investment back sometime down the road. Sounds like a plan.
But which bonds are best for a specific investor? There are many factors for bond investors to consider when choosing which bond to buy, but for many the most important is the tax implications of investing in one bond instead of another. This concern is most prominent when an investor compares a corporate bond to a municipal bond. For reference, a corporate bond is one issued by a corporation or business, while a municipal bond is one issued by a state, city, or municipal agency.
Comparing the tax implications of these bonds is important because the interest payments that investors receive from municipal bonds are typically not taxed at the federal level. Conversely, interest payments on all corporate bonds are subject to federal taxation. This means that someone in the 32% tax bracket will have to give Uncle Sam 32% of his interest received from a corporate bond, while he will not give up any of his interest received from a municipal bond. Additionally, an investor does not pay state taxes on municipal bond interest if the bond is issued in the state in which the investor lives. Corporate bond interest, on the other hand, is always subject to state tax.
interest payments taxed federally
interest payments subject to state tax
interest payments not federally taxed
interest payments not taxed by state if issued in state local to investor
For these reasons, when comparing a corporate bond to a municipal bond, understanding the after-tax yield and the tax-equivalent or corporate-equivalent yield is essential. This is true both for investors and for those who will be taking many of the FINRA, NASAA, and MSRB exams. So let’s look at how to calculate those yields.
First the after-tax yield. The after-tax yield tells you the amount of a corporate bond’s annual interest payment that an investor will take home after accounting for taxes he will be assessed on that interest. Once that amount is known, the investor can compare it to the yield he would receive from a specific municipal bond and see which potential investment would put more money in his pocket. When calculating the after-tax yield, start with the annual interest percentage (a.k.a. coupon percentage) of the corporate bond, which represents the percent of the bond’s par value that an investor receives each year in interest. For instance, a corporate bond that has a $1,000 par value and an interest rate of 8% will pay an investor $80 dollars in annual interest ($1,000 x 0.08 = $80). You then multiply the coupon percentage by 1 minus the taxes an investor will pay on the corporate bond that he will not pay on the municipal bond that he is considering.
This is where it sometimes gets tricky. What taxes will an investor not pay when investing in a municipal bond that he will pay when investing in a corporate bond? Remember that for just about all municipal bonds, investors do not pay federal tax on interest received.
The formula for after tax yield is:
After-tax yield = Corporate Bond Annual Interest Rate x ( 1 – Taxes Investor Does Not Pay By Investing in Municipal Bond)
On the other hand, an investor always pays federal taxes on interest received from a corporate bond. Additionally, an investor does not pay state taxes on interest payments from a municipal bond issued in the state in which the investor lives.
On the other hand, an investor always pays state taxes on interest received from corporate bonds. So if you see an exam question in which you need to calculate the after-tax yield of a corporate bond to compare it the yield on a municipal bond, you will always subtract the investor’s federal income tax rate from 1 in the equation. You will also subtract the investor’s state tax rate from 1 if the municipal bond is issued in the investor’s state of residence.
Seems simple, right? Here’s a question to provide context:
Marilyn is a resident of Kentucky. She is considering a bond issued by XYZ Corporation. The bond comes with a 7% annual interest rate. Marilyn is also interested in purchasing municipal bonds issued in Ohio. If Marilyn has a federal tax rate of 28% and Kentucky’s state tax rate is 4%, what is the after-tax yield on XYZ’s bond?
To answer this question, begin with the interest rate on the XYZ bond, which is 7%. Then subtract from 1 the taxes Marilyn will not pay if she invests in the municipal bond in question. She will not pay federal taxes on the municipal bond interest, so you would subtract 28%, or .28. However, because Marilyn is a resident of Kentucky and the municipal bonds she is considering are issued in Ohio, she will pay state taxes on the bond. That means you would not subtract her state tax rate (0.04) from 1. After subtracting .28 from 1 to get 0.72, you multiply that amount by the 7% coupon payment. Doing so gives you a value of 5.04 (7 x 0.72 = 5.04%). This means that the interest amount she would take home from the XYZ bond would be equivalent to what she would receive from a municipal bond issued in Ohio that has a 5.04% interest payment. If she can get a bond issued in Ohio that has a higher interest payment than 5.04%, she would take home more money in annual interest payments than she would from the XYZ bond.
The second approach an investor can take to compare how a potential bond investment will be affected by taxation is to calculate the tax-equivalent yield (TEY). This calculation is also known as the corporate-equivalent yield (CEY). The TEY/CEY measures the yield that a corporate bond will have to pay to be equivalent to a given municipal bond after accounting for taxes due. To calculate this yield, you take the annual interest of the given municipal bond and divide it by 1 minus the taxes the investor will not pay if she invests in the municipal bond that she would pay if she invested in a corporate bond.
Here’s the formula for tax-equivalent yield:
Tax-equivalent yield = Municipal Bond Annual Interest Rate / (1 – Taxes Investor Does Not Pay By Investing in Municipal Bond)
When determining what tax rates to subtract from 1 in the denominator, the same principal as described above applies. That is, the investor will not have to pay federal tax on the municipal bond, so her federal rate is always subtracted from 1. The investor will also not have to pay state tax on the bond if it is issued in the state in which she lives. If that is the case, the investor’s state tax rate should also be subtracted from 1. However, if the investor lives in a different state than the state in which the bond is issued, she will have to pay state taxes on the interest payments. In that case, her state tax rate would not be subtracted from 1.
Here’s another question to provide context.
Franz, a resident of Michigan, has purchased a Michigan municipal bond that pays 4% annual interest. If his federal tax bracket is 30% and the Michigan state tax rate is 4%, what interest rate would he need to receive on a corporate bond to have a comparable rate after accounting for taxes owed?
To answer this question, begin with the interest rate on the Michigan municipal bond, which is 4%. Then subtract from 1 the taxes that Franz will not pay on that bond that he would pay if he invested in a corporate bond. He wouldn’t pay federal taxes on the municipal bond interest, so you would subtract 0.30 from 1. Additionally, since the bond is issued in Michigan and he is a Michigan resident, Franz will not pay state taxes on the bond. So you subtract Michigan’s state tax rate of 4%, or 0.04, from 1 as well. After subtracting 0.30 and 0.04 from 1 to get 0.66, you divide that number into the 4% municipal bond annual interest. Doing so gives a value of 6.06 (4 / 0.66 = 6.06). This means Franz would need to find a corporate bond that pays 6.06% in annual interest to match the amount of interest he will take home annually from the Michigan municipal bond after accounting for taxes.
Many people are confused by the concepts of the after-tax and tax-equivalent yields. But you don’t have to be one of them. Just follow this simple approach and any questions you see on this topic will not be overly taxing.
Looking to become a private securities offering representative? Read Solomon Exam Prep’s guide to effective preparation for the FINRA Series 82 exam. Continue reading
What does the Series 82 exam allow me to do?
The Series 82, also known as the Private Securities Offerings Representative Exam, is a FINRA exam that qualifies you to sell private securities in a primary offering. A primary offering refers to the first time the securities are offered for sale. The sale of private securities sold in a primary offering is often referred to as a “private placement.” Therefore, another way of saying this is that the Series 82 exam qualifies you to sell private placements.
Note that passing the Series 82 exam does not allow you to sell publicly registered stocks or bonds, nor does it permit you to sell municipal or government securities. Also, the Series 82 does not permit you to structure or sell public offerings, such as IPOs.
Does the Series 82 have any prerequisites?
The Series 82 exam is considered a “top off” exam because you must also pass the Securities Industry Essentials (SIE) Exam to be fully qualified. While the SIE exam tests your knowledge of securities industry products and rules, the Series 82 tests your specific knowledge of the rules and processes related to structuring and selling private placements. The Series 82 is a fairly difficult exam that requires approximately 60 hours of study.
You must be associated with a FINRA member firm in order to take the Series 82.
About the Exam
The Series 82 exam consists of 50 multiple-choice questions covering the four sections of the FINRA Series 82 exam outline. FINRA updates its exam questions regularly to reflect the most current rules and regulations. The Series 82 also includes five additional unscored questions that FINRA is trying out, so the Series 82 exam contains 55 questions in total. The five unscored questions are unidentified and are distributed randomly throughout the exam.
Note: Scores are rounded down to the lowest whole number (e.g. 69.9% would be a final score of 69%–not a passing score for the Series 82 exam).
Topics Covered on the Exam
FINRA divides the questions on the Series 82 exam into four areas. These areas represent the major job functions of a Private Securities Offerings Representative.
The Series 82 exam covers many topics including the following:
Types of securities offerings with an emphasis on exempt offerings, such as private placements, Reg A offerings, Rule 147 offerings and private investment in public equity (PIPE) offerings
Underwriting commitments including firm, best efforts, mini-max and standby
Mechanics of exempt offerings
Determination of qualified institutional buyer (QIB) or accredited investor status
Content and purpose of offering documents such as private placement memorandums (PPMs)
Investor portfolio concerns, such as tax considerations, suitability, product risks, diversification, appropriate mix of assets, risk tolerance
Securities Industry rules related to exempt offerings
Series 82 Example Questions
What entity can receive material, nonpublic information from an issuer without public disclosure?
A. Financial publication
B. Broker-dealer that makes a market in the securities
C. Law firm hired by the issuer
D. Investment company
Finish the statement:
Offerings of securities are categorized by who receives the proceeds of the offering. In a primary offering, the proceeds go to the:
A. Issuing corporation
B. Major stockholders
C. Underwriting broker-dealer
D. Issuing corporation, major stockholders, and principal underwriter
The underwriting of private placements is typically conducted on a _____ commitment basis.
B. Best efforts
Under Regulation D, Rule 504, a private placement must meet all of the following requirements except:
A. The offering price must be less than or equal to $5 million.
B. The offering price must be more than $5 million.
C. If multiple offerings occur during a 12-month period, they are added together when determining whether the Regulation D, Rule 504 exemption applies.
D. The total number of purchasers is unrestricted.
Study Strategies for the Series 82
Use all the resources. The Resources folder in your Solomon student account has helpful information, including a “fast facts” sheet for last-minute studying, and a detailed study schedule that you can print out – or use the online study schedule and check off tasks as you complete them.
Watch the Video Lecture. This provides a helpful introduction to the key concepts in each chapter before diving deeper into the content by reading the Solomon Study Guide. Take notes to help you stay focused.
Read. It’s simple: read the Study Guide, carefully. Many report that they read the Study Guide two or three times before taking the exam. To increase your ability to focus while reading, or as an alternative to reading, listen to the Solomon Audiobook, which is a word-for-word reading of the Solomon Study Guide.
Take handwritten notes. As you watch the Video Lecture and read the Study Guide, take handwritten notes and review your notes every day for 10 to 15 minutes. Studies show that the act of taking handwritten notes in your own words and then reviewing these notes strengthens learning and memory.
Make flashcards. Making your own flashcards is another powerful and proven method to reinforce memory and strengthen learning. Solomon also has digital flashcards available for the Series 82.
Research. Research anything you do not understand. Curiosity = learning. Students who take responsibility for their own learning by researching anything they do not understand get a deeper understanding of the subject matter and are much more likely to pass. And if you’re stuck on a content question, submit it via the Ask the Professor feature, which is included in study packages, to receive a personalized response within one business day.
Answer practice questions in the Exam Simulator. When you’re done with a chapter in the Study Guide, take 4 – 6 chapter quizzes in the Exam Simulator. Use these quizzes to give yourself practice and to find out what you need to study more. Make sure you read and understand the question rationales. When you’re finished reading the entire Study Guide, review your handwritten notes once more. Then, and only then, start taking full practice exams in the Exam Simulator. Aim to pass at least six full practice exams and try to get your average score to at least an 80. When you reach that point, you are probably ready to sit for the exam.
Take regular breaks. Studies show that if you are studying for an exam, taking regular walks in a park or natural setting significantly improves scores. Walks in urban areas or among people did not improve test scores.
Get a good night’s sleep and take your exam!
You can pass the FINRA Series 82 exam! It just takes work and determination. Solomon Exam Prep is here to support you through the test-prep process!
This question is relevant to the Series14, 79, 82, and SIE exams.
A research analyst who works for an underwriter that participated in an IPO may not publicly discuss or write a research report about the company until __________________.
A. 30 days after the registration is filed
B. 20 days after the securities are issued
C. 10 days after the date of the IPO
D. 30 days after the date of the IPO
Correct Answer: C – 10 days after the date of the IPO
Explanation: A research analyst who works for an underwriter of an IPO must not discuss or write a research report about the company for 10 days after the IPO. This 10-day period of silence is called a ‘quiet period.’ There is no quiet period for EGCs (emerging growth companies).
To explore free samples of Solomon Exam Prep’s industry-leading online exam simulators for the SIE, Series 14, Series 79, Series 82, and many more exams, visit the Solomon website here.