Your firm is the managing underwriter for a 300,000 share offering on a best efforts all-or-none basis. On the basis of lower than anticipated indications of interest, your firm has disclosed a standby purchase arrangement in the final prospectus. At the end of the offering period, 20,000 shares remain unsold. Under FINRA rules, your firm could finalize the offering by:
A) purchasing the 20,000 shares remaining for its investment account.
B) remitting to the issuer the net proceeds from the 280,000 shares sold.
C) purchasing the 20,000 shares remaining for its trading account.
D) renegotiating the terms of the offering with the issuer.
With a standby purchase agreement in effect, the manager could sell shares to a person or entity that would otherwise be a restricted purchaser as long as it represents that it was unable to find any other buyers for the shares. Stock purchased in a standby arrangement is subject to a three-month lockup period, which is why it must be purchased in the firm's investment account, not its trading account.