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风险投资常用术语中的英文解释(16)

来源：育路外语考试频道发布时间：2008-07-16

- Q -

　　 QPAM: Qualified professional asset manager as defined by ERISA.

- R -

　　 Ratchet : Ratchets reduce the price at which venture capitalists can convert their debt into preferred stock, which effectively increases their percentage of equity. Often referred to as an "antidilution adjustment." See Anti-dilution, full ratchet and weighted average.
　　 Recapitalization: The reorganization of a company's capital structure. A company may seek to save on taxes by replacing preferred stock with bonds in order to gain interest deductibility. Recapitalization can be an alternative exit strategy for venture capitalists and leveraged buyout sponsors. （See Exit Strategy and Leveraged Buyout）
　　 Reconfirmation: The act a broker/dealer makes with an investor to confirm a transaction.
　　 Red Herring: The common name for a preliminary prospectus, due to the red SEC required legend on the cover. （See Prospectus）
　　 Redeemable Preferred Stock: Redeemable preferred stock, also known as exploding preferred, at the holder's option after （typically） five years, which in turn gives the holders （potentially converting to creditors） leverage to induce the company to arrange a liquidity event. The threat of creditor status can move the founders off the dime if a liquidity event is not occurring with sufficient rapidity.
　　 Redemption: The right or obligation of a company to repurchase its own shares.
　　 Redemption Rights - Rights to force the company to purchase shares （a "put"） and more infrequently the company's right to force investor to sell their shares （a "call"）. A Put allows one to liquidate an investment in the event an IPO or public merger becomes unlikely. One may also negotiate a Put effective when the company defaults or fails to make payments upon a key employee's death, etc.
　　 Registration: The SEC's review process of all securities intended to be sold to the public. The SEC requires that a registration statement be filed in conjunction with any public securities offering. This document includes operational and financial information about the company, the management and the purpose of the offering. The registration statement and the prospectus are often referred to interchangeably. Technically, the SEC does not "approve" the disclosures in prospectuses.
　　 Registration Rights: Provisions in the investment agreement that allow investors to sell stock via the public market. Means by which one can transfer shares in compliance with the securities laws subject to Lock-Up and Market Stand-off Agreements.
　　 Long-form Demand - Demand registration before the company becomes public.
　　 Usually starts one-three years after making an investment and may involve one or two demands for a percentage of stock. Company will use the SEC's long-form S-1.
　　 Short-form Demand - Demand made after the company is publicly traded and is eligible to use SEC's Form S-3.
　　 Piggyback - Company is registering stock either for itself or other stockholders and one can "piggyback" a portion of shares for registration onto the company's registration. Usually have these rights for up to five years after the company becomes public, but cannot exercise them for mergers or employee offerings.
　　 Regulation A: SEC provision for simplified registration for small issues of securities. A Reg. A issue may require a shorter prospectus and carries lesser liability for directors and officers for misleading statements. The conditional small issues securities exemption of the Securities Act of 1933 is allowed if the offering is a maximum of $5,000,000 U.S. Dollars.
　　 Regulation C: The regulation that outlines registration requirements for Securities Act of 1933.
　　 Regulation D: Regulation D, is the rule （Reg. D is a "regulation" comprising a series of "rules"） that allow for the issuance and sale of securities to purchasers if they qualify as accredited investors.
　　 Regulation D Offering: （See Private Placement）
　　 Regulation S: The rules relating to offers and sales made outside the U.S. without SEC Registration.
　　 Regulation S-B : Reg. S-B of the Securities Act of 1933 governs the Integrated Disclosure System for Small Business Issuers.
　　 Regulation S-K : The Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975.
　　 Regulation S-X: The regulation that governs the requirements for financial statements under the Securities Act of 1933, and the Securities Exchange Act of 1934.
　　 Reorganization or Corporate Reorganization: Reorganizations are significant changes in the equity base of a company such as converting all outstanding shares to Common Stock, or combining outstanding shares into a smaller number of shares （a reverse split）. A Reorganization is frequently done when a company has already had a few rounds of venture financing but has not been able to successfully increase the value of the company and therefore is doing a Down Round that is essentially a restart of the company.
　　 Restricted Securities: Public securities that are not freely tradable due to SEC regulations. （See Securities and Exchange Commission）

Restricted Shares: Shares acquired in a private placement are considered restricted shares and may not be sold in a public offering absent registration, or after an appropriate holding period has expired. Non-affiliates must wait one year after purchasing the shares, after which time they may sell less than 1% of their outstanding shares each quarter. For affiliates, there is a two-year holding period.
　　 Revlon Duties: The legal principle that actions, such as anti-takeover measures, that promote the value of an auction process are allowable, whereas those that thwart the value of an auction process are not allowed. The duty is triggered when a company is in play as a target acquisition.
　　 Right of First Refusal: The right of first refusal gives the holder the right to meet any other offer before the proposed contract is accepted.
　　 Rights Offering: Issuance of "rights" to current shareholders allowing them to purchase additional shares, usually at a discount to market price. Shareholders who do not exercise these rights are usually diluted by the offering. Rights are often transferable, allowing the holder to sell them on the open market to others who may wish to exercise them. Rights offerings are particularly common to closed-end funds, which cannot otherwise issue additional ordinary shares.
　　 Risk: The chance of loss on an investment due to many factors including inflation, interest rates, default, politics, foreign exchange, call provisions, etc. In Private Equity, risks are outlined in the Risk Factors section of the Placement Memorandum.
　　 Rule 144: Rule 144 provides for the sale of restricted stock and control stock. Filing with the SEC is required prior to selling restricted and control stock, and the number of shares that may be sold is limited.
　　 Rule 144A: A safe harbor exemption from the registration requirements of Section 5 of the 1933 Act for resales of certain restricted securities to qualified institutional buyers, which are commonly referred to as "QIBs." In particular, Rule 144A affords safe harbor treatment for reoffers or resales to QIBs - by persons other than issuers - of securities of domestic and foreign issuers that are not listed on a U.S. securities exchange or quoted on a U.S. automated inter-dealer quotation system. Rule 144A provides that reoffers and resales in compliance with the rule are not "distributions" and that the reseller is therefore not an "underwriter" within the meaning of Section 2（a）（11） of the 1933 Act. If the reseller is not the issuer or a dealer, it can rely on the exemption provided by Section 4（1） of the 1933 Act. If the reseller is a dealer, it can rely on the exemption provided by Section 4（3） of the 1933 Act.
　　 Rule 147: Provides an exemption from the registration requirements of the Securities Act of 1933 for intrastate offerings, if certain requirements are met. One requirement is that 100% of the purchasers must be from within one state.
　　 Rule 501: Rule 501 of Regulation D defines Accredited Investor.
　　 Rule 504: Company can raise up to $1 million in any 12-month period from any number or investors provided that the company does not advertise the sale. There are restricitions on the resale of the securities, but there is no requirement of disclosure. Investors need not to be sophisticated nor is any formal private offering memorandum required. However, offering is subject to the general antifraud provisions of the federal securites laws requiring that all material information be accurately presented to purchasers.
　　 Rule 505: Rule 505 of Regulation D is an exemption for limited offers and sales of securities not exceeding $5,000,000. Company can raise up to $5 million in a 12-month period. Security sales can be made to an unlimited number of accredited investor plus 35 additional investors. Disclosure documents, i.e. a private placement memorandum, must be delivered to all non-accredited investors. If dealing with accredited investors, the number of these is unlimited, but there is no advertising allowed.
　　 Rule 506: Rule 506 of Regulation D is considered a "safe harbor" for the private offering exemption of Section 4（2） of the Securities Act of 1933. Companies using the Rule 506 exemption can raise an unlimited amount of money if they meet certain exemptions. No more than 35 non-accredited investors can be involved, and all must be sophisticated. Sellers are restricted from general solicitation and advertising of the sale.

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