Series 79 Syllabus — Blueprint & Learning Objectives
FINRA Series 79 syllabus mapped to the official job functions with clear learning objectives and quick links to targeted practice.
This syllabus is based on FINRA’s official Series 79 Content Outline (3 major job functions). Use it as a checklist: cover every objective, then drill questions until you can pick the best compliant next step quickly.
Identify common sources of financial, performance, issuance, and transaction data used in investment banking analysis (market databases, regulatory filings, company sources, media, and internal deal comparables).
Analyze market and sector trends and relate them to company positioning and valuation context.
Interpret high-level information from key Exchange Act filings (e.g., Forms 10-K, 10-Q, 8-K, proxy statements, Schedules 13D/13G, and Form 13F) to support analysis and diligence.
Distinguish permissible internal and external communications used to gather, verify, and reconcile information, including when to coordinate with legal and compliance.
Explain how research reports and research analyst constraints can affect information gathering and internal use of research (high level).
Recognize common data inputs required to build and validate financial statements and model assumptions (historicals, guidance, capital structure, covenant terms, and ownership information).
Track market intelligence for active offerings and M&A activity by coordinating with internal capital markets and syndicate resources (pricing, demand, structure, covenants, and comparable deals).
Identify confidentiality and information-barrier considerations when handling material nonpublic information and client data.
Analysis and Evaluation of Data
Build and interpret linked financial statements (income statement, balance sheet, and cash flow statement) and explain the relationships among them (high level).
Calculate and interpret liquidity measures and working-capital concepts (current ratio, quick ratio, working capital, cash conversion cycle, and free cash flow signals).
Calculate and interpret profitability measures, including margin analysis and return metrics (gross/operating/net margins, ROA, ROE, ROI, and ROIC), and recognize the effect of nonrecurring items (high level).
Calculate and interpret leverage and coverage metrics used in capital-structure analysis (debt-to-capital, debt-to-equity, net debt/EBITDA, interest coverage, and fixed-charge coverage).
Explain the difference between enterprise value and equity value and perform a high-level bridge between them (market capitalization, net debt, preferred stock, minority interests, and excess cash).
Apply common valuation approaches used in investment banking: comparable companies, precedent transactions, discounted cash flow (DCF), and asset-based methods (high level).
Explain key DCF inputs and assumptions (free cash flow definition, projection drivers, discount rate/WACC concept, terminal value methods, and sensitivity analysis).
Evaluate equity-linked and hybrid security features (convertibles, warrants, and preferred stock) and their impact on valuation and dilution (high level).
Perform high-level pro forma and accretion/dilution concepts for M&A and financings (purchase price, financing mix, synergies, and share-count effects).
Use spreadsheets, charts, and statistical summaries to communicate analytical conclusions in pitch and marketing materials.
Due Diligence Activities
Describe the purpose of due diligence in financings and M&A: verifying disclosures, validating valuation drivers, identifying risks, and supporting pricing and structure decisions.
Identify common due diligence workstreams and what each is intended to confirm (business, financial/accounting, legal/regulatory, tax, operations, customer/contracts, IP, and environmental).
Explain roles and responsibilities across the deal team (issuer/target management, investment bankers, counsel, auditors, and other advisors) and how diligence findings are documented (checklists, Q&A, and data rooms).
Recognize common red flags uncovered in diligence and how they can change deal terms (reps and warranties, covenants, conditions, pricing, escrows, indemnities, and termination rights).
Explain confidentiality expectations and information-barrier controls when accessing and distributing nonpublic information (high level).
Describe how diligence findings flow into disclosure documents and marketing materials (registration statement/prospectus, offering memorandum, CIM) and why internal approvals matter.
Explain the high-level concept of a reasonable investigation and why diligence discipline is important for liability management in public offerings.
Describe the role of comfort letters, legal opinions, and internal sign-offs as part of underwriting diligence and closing processes (high level).
F2 — Underwriting/New Financing Transactions, Types of Offerings and Registration of Securities (27%)
Differentiate IPOs, follow-on offerings, and secondary offerings, and distinguish equity vs debt offerings at a high level.
Describe the major steps in a registered public offering: engagement, due diligence, drafting, SEC filing/review, marketing, pricing, allocation, and closing.
Identify the purpose and high-level components of the Securities Act of 1933 registration statement and the prospectus (preliminary vs final).
Recognize common SEC registration forms used for public offerings (e.g., Forms S-1, S-3, and S-4) and the typical scenarios in which they are used (high level).
Explain shelf registration and takedown concepts, including at-the-market (ATM) offerings, at a high level.
Describe the role of the underwriter and the economics of the underwriting spread, concessions, and fees (high level).
Recognize high-level offering communication constraints (gun-jumping/quiet period concepts) and the need for compliant marketing materials.
Explain how roadshows and book-building support price discovery, demand assessment, and allocation decisions (high level).
Activities of the Underwriting Syndicate
Describe the structure of the underwriting syndicate (lead/manager, co-managers, syndicate members, and selling group) and the purpose of key agreements.
Explain how book-building works and how underwriters assess demand, price sensitivity, and allocation strategy (high level).
Identify typical syndicate responsibilities such as stabilization planning, over-allotment/greenshoe coordination, and distribution controls (high level).
Recognize the high-level purpose of FINRA’s Corporate Financing rule framework for underwriting terms and compensation oversight.
Recognize conflict-of-interest scenarios in underwriting and the need for disclosures and procedural safeguards (high level).
Understand high-level new issue allocation concerns and why firms apply controls around restricted persons and spinning.
Describe stabilizing activities and common prohibited practices during distributions at a high level.
Execution and Distribution
Explain pricing mechanics and how underwriting spreads and concessions are allocated among syndicate participants (high level).
Differentiate common distribution methods (e.g., firm commitment vs best efforts) and explain how each affects execution risk (high level).
Describe the workflow from pricing to allocation to settlement, including delivery of securities and funds at closing (high level).
Recognize the purpose of prospectus delivery and when supplements or amendments may be required (high level).
Explain how lock-up agreements and insider selling restrictions can affect timing and aftermarket stability (high level).
Describe how over-allotment options are used to manage allocations and cover syndicate short positions (high level).
Recognize common compliance checks at execution (restricted-period controls, allocation restrictions, and recordkeeping) at a high level.
Post-execution Activities for Financing Deals
Describe the closing process for a financing transaction, including funds flow and completion of the closing checklist (high level).
Explain the purpose of comfort letters, legal opinions, and officer certificates delivered at closing (high level).
Recognize the transition from distribution support to normal aftermarket trading and communications, including stabilization ending (high level).
Identify typical post-offering filings and communications (final prospectus and material event disclosures) at a high level.
Explain the reconciliation and allocation of underwriting compensation and syndicate economics after closing (high level).
Recognize ongoing issuer obligations that may follow a financing (Exchange Act reporting, lock-up expiration considerations) at a high level.
Describe post-deal review activities and how execution feedback informs future mandates (high level).
Securities Exempt from the Registration Requirements of the Securities Act of 1933
Identify categories of securities that are exempt from Securities Act registration (e.g., U.S. government/agency securities and municipal securities) at a high level.
Distinguish exempt securities from exempt transactions and explain why the distinction matters for planning and compliance.
Recognize that anti-fraud and disclosure obligations can still apply even when registration is not required (high level).
Identify other statutory exempt security categories referenced in the Securities Act framework (high level).
Explain why secondary trading of exempt securities can still trigger other regulatory requirements (broker-dealer rules and product-specific regimes) at a high level.
Transactions Exempt from the Registration Requirements of the Securities Act of 1933
Identify major exempt transaction paths used in capital raising: Section 4(a)(2) private placements, Regulation D offerings, Rule 144A offerings, and Regulation S offerings (high level).
Distinguish Rule 506(b) vs Rule 506(c) general solicitation concepts and investor qualification requirements at a high level.
Explain accredited investor and qualified institutional buyer (QIB) concepts and why they matter for eligibility and resale restrictions (high level).
Describe disclosure expectations in exempt offerings, including the purpose of a private placement memorandum and anti-fraud principles (high level).
Identify high-level resale restrictions and the purpose of holding period and resale safe harbor concepts for restricted securities.
Recognize alternative offering frameworks such as Regulation A and crowdfunding at a high level (if applicable).
Explain state notice filing and “blue sky” considerations for exempt offerings at a high level.
Describe how exemption selection affects documentation, marketing practices, and ongoing reporting obligations (high level).
F3 — Mergers and Acquisitions (M&As), Tender Offers and Financial Restructuring Transactions (24%)
Describe the sell-side M&A process from engagement through closing, including marketing, bids, negotiation, signing, and closing steps (high level).
Identify common sell-side deliverables and their purpose (pitch book, teaser, CIM, buyer list, process letter, management presentation materials, and valuation exhibits).
Explain auction vs negotiated sale processes and how process design influences leverage, competition, and value outcomes (high level).
Apply high-level valuation approaches used in sell-side advisory work (comparables, precedents, DCF concepts, and premium framing).
Recognize key terms negotiated in definitive agreements (purchase price mechanics, working capital adjustments, earnouts, escrows, reps and warranties, covenants, closing conditions, and termination fees) at a high level.
Describe board-process and fiduciary-duty themes that commonly intersect with sell-side transactions and why fairness processes may be used (high level).
Identify common regulatory and approval considerations that can impact sell-side deal timing and certainty (antitrust, shareholder approvals, and industry-specific regulators) at a high level.
M&As: Buy-side Transactions
Describe the buy-side process: target screening, approach, diligence, valuation and synergy modeling, financing planning, bid strategy, and negotiation (high level).
Differentiate acquisition structures (stock purchase, asset purchase, merger) and identify high-level implications for liabilities, consents, and taxes.
Explain common acquisition financing options (cash, bank debt, bonds, equity, convertibles) and how financing choices affect leverage and dilution (high level).
Perform high-level pro forma and accretion/dilution concepts for acquisitions, including share-count effects and synergy framing (high level).
Identify common buy-side risks (integration, overpayment, contingent liabilities) and mitigation tools (earnouts, covenants, escrows, and insurance) at a high level.
Recognize hostile vs friendly approaches and describe high-level defensive tactics and strategic responses (high level).
Describe confidentiality, information-barrier, and insider trading considerations that arise in buy-side work (high level).
Fairness Opinions (Applicable for Both Buy-side and Sell-side Transactions)
Explain the purpose of a fairness opinion and how boards may use it to support decision-making and fiduciary-duty processes (high level).
Identify common analyses used to support fairness conclusions (comparable companies, precedent transactions, DCF concepts, premium analysis, and accretion/dilution framing) at a high level.
Recognize the importance of disclosing assumptions, limitations, and potential conflicts of interest associated with fairness opinions (high level).
Describe circumstances that may require updating a fairness opinion (material changes in price, terms, performance, or market conditions) at a high level.
Identify typical components and disclaimers included in fairness opinion presentations and letters (high level).
Signing to Closing (Applicable for Both Buy-side and Sell-side Transactions)
Describe key steps between signing and closing: regulatory filings/approvals, shareholder votes, financing completion, and satisfaction of closing conditions (high level).
Identify typical interim covenants and conduct-of-business restrictions and explain their purpose in protecting deal value (high level).
Explain working capital and purchase price adjustment mechanisms and how they are finalized at closing (high level).
Recognize the role of representations, warranties, bring-down conditions, and closing certificates in closing readiness (high level).
Describe termination rights, material adverse change (MAC) concepts, and common reasons deals fail to close (high level).
Explain high-level constraints on pre-closing integration planning and external communications (high level).
Tender Offer Regulations
Explain what a tender offer is and distinguish issuer tender offers from third-party tender offers (high level).
Identify high-level timing, disclosure, and procedural requirements associated with the Williams Act framework for tender offers.
Describe proration, withdrawal rights, minimum tender conditions, and “best price” concepts at a high level.
Recognize required filings and disclosures used in tender offers (e.g., Schedule TO) and why accurate disclosure is critical (high level).
Distinguish tender offers from open-market accumulations and from proxy contests at a high level.
Financial Restructuring/Bankruptcy
Differentiate out-of-court restructurings, exchange offers, and in-court bankruptcy processes (Chapters 11 and 7) at a high level.
Explain capital structure priority and the claims waterfall concept (secured, unsecured, subordinated, and equity) and how it drives recoveries (high level).
Describe common restructuring tools: debtor-in-possession (DIP) financing, 363 sales, covenant amendments, new-money financings, and debt-for-equity swaps (high level).
Identify the roles of key stakeholders (debtor, creditors, committees, trustees, and court) and typical restructuring documentation (plan of reorganization and disclosure statement) at a high level.
Recognize distressed valuation and recovery analysis concepts (enterprise value, valuation ranges, and distribution of value) at a high level.
Explain key compliance risks in distressed situations, including handling material nonpublic information and restricted-list controls (high level).