offering,n.1. The act of making an offer; something offered for sale. 2. The sale of an issue of

securities. — Also termed (in BrE) flotation. See ISSUE (2). [Cases: Securities Regulation 11.11.

C.J.S. Securities Regulation §§ 37–38.]

all-or-none offering.An offering that allows the issuer to terminate the distribution if the

entire block of offered securities is not sold.

initial public offering.A company’s first public sale of stock; the first offering of an issuer’s equity securities to the public through a registration statement. — Abbr. IPO. [Cases: Securities

Regulation 11.11. C.J.S. Securities Regulation §§ 37–38.]

negotiated offering.A securities offering in which the terms (including the underwriters’

compensation) have been negotiated between the issuer and the underwriters.

primary offering.An offering of newly issued securities.

private offering.An offering made only to a small group of interested buyers. — Also termed

private placement. [Cases: Securities Regulation 18.11. C.J.S. Securities Regulation § 64.] public offering.An offering made to the general public.

registered offering.A public offering of securities registered with the SEC and with appropriate state securities commissions. — Also termed registered public offering. [Cases:

Securities Regulation 11.10–11.50. C.J.S. Securities Regulation §§ 8, 35–49, 63, 69–72.]

rights offering.An issue of stock-purchase rights allowing shareholders to buy newly issued stock at a fixed price, usu. below market value, and in proportion to the number of shares they already own. — Also termed privileged subscription. Cf. PREEMPTIVE RIGHT.

secondary offering. 1. Any offering by an issuer of securities after its initial public offering. 2. An offering of previously issued securities by persons other than the issuer. See secondary distribution (1) under DISTRIBUTION.

special offering.An offering of a large block of stock that, because of its size and the market

in the particular issue, is specially handled on the floor of the stock exchange.

undigested offering.A public offering of securities that remain unsold because there is

insufficient demand at the offered price.

[Blacks Law 8th]