United States: SEC Adopts "Regulation A+" Rules

On March 25, 2015, the U.S. Securities and Exchange Commission (SEC) adopted final rules amending Regulation A under the Securities Act of 1933.1 Regulation A, as amended (which is referred to as "Regulation A+"), is designed to increase access to capital for nonpublic companies and implement Title IV of the JOBS Act, which directed the SEC to adopt rules adding an exemption from the registration requirements of the Securities Act for offerings of up to $50 million within a 12-month period.

The final rules will become effective 60 days after publication in the Federal Register.

Background

Regulation A, as currently in effect, provides an exemption from the registration requirements of Section 5 of the Securities Act for "public" offerings of securities by non-SEC-reporting U.S. and Canadian companies up to $5 million in any 12-month period. The current Regulation A exemption requires that a company file with the SEC an offering statement, which consists mainly of an offering circular akin to a prospectus in a registration statement. The offering statement must be "qualified" by the SEC, which is a process much like that of the SEC's review of a registration statement for a public offering.

Qualification of a Regulation A offering statement does not currently trigger the reporting obligations (e.g., Forms 10-K, 10-Q, 8-K, etc.) that normally result from effectiveness of a registration statement under Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Further, securities sold under Regulation A are not considered "restricted securities" under the Securities Act, and are therefore not subject to the transferability restrictions in Rule 144 under the Securities Act.

Although Section 3(b) of the Securities Act, as originally enacted, and the provisions of Regulation A adopted by the SEC thereunder were intended to assist small businesses in raising capital, the $5 million limitation on the amount that currently may be sold in a Regulation A offering, coupled with the relatively high costs associated with such an offering—including the cost of compliance with applicable state securities laws—and the availability of other exemptions from registration under the Securities Act (such as private placements under Regulation D), have made Regulation A offerings rare.2

The table at the end of this Alert highlights the notable distinctions among Regulation A+ offerings, Regulation D offerings and registered initial public offerings.

Amendments to Regulation A

As discussed in greater detail below, under the amended rules, U.S. and Canadian non-public issuers will be able to choose from one of two tiers of registration-exempt Regulation A+ offerings. Tier 1 will permit eligible issuers to offer and sell up to $20 million of securities in a 12-month period, while Tier 2 will permit eligible issuers to offer and sell up to $50 million of securities in a 12-month period. The rules applicable to both Tier 1 and Tier 2 offerings will permit the inclusion of securities offered by securityholders of the issuer, subject to the limitations discussed below.

Eligible Issuers

Regulation A+ will be available only to companies organized and with their principal place of business in the United States or Canada. Regulation A+ will not be available to, among others, SEC-reporting companies, investment companies registered under the Investment Company Act of 1940, blank check companies, or issuers subject to "bad actor" disqualification provisions under Regulation A+ (which are similar to the "bad actor" provisions in Rule 506(d) under the Securities Act). Two new issuer eligibility requirements have been added. First, an issuer must have filed all reports required of it under Regulation A+ during the two years immediately preceding the filing of an offering statement (or such shorter period that the issuer has been required to file such reports). Second, the issuer must not have been subject to an order of suspension, revocation, etc. by the SEC under Section 12(j) of the Exchange Act within the five-year period immediately preceding the filing of an offering statement.

Eligible Securities

The final rules limit the types of securities eligible for offer and sale under Regulation A+ to those specifically listed in Section 3(b)(3) of the Securities Act, which includes warrants and convertible equity securities, among other equity and debt securities. Asset-backed securities will not eligible to be sold pursuant to Regulation A+.

Offering Limitations and Secondary Sales

Under the new rules, Regulation A+ eligible issuers will be able to choose from one of the following two tiers of registration-exempt offerings:

  • Tier 1: Pursuant to a Tier 1 offering, an eligible issuer may offer and sell up to $20 million of securities in a 12-month period, of which no more than $6 million may constitute secondary sales by securityholders that are affiliates of the issuer; and
  • Tier 2: Pursuant to a Tier 2 offering, an eligible issuer may offer and sell up to $50 million of securities in a 12-month period, of which no more than $15 million may constitute secondary sales by securityholders that are affiliates of the issuer.

The $6 million and $15 million caps on secondary sales in Tier 1 and Tier 2 offerings, respectively, do not apply to secondary sales by non-affiliates of an issuer, although any sales by non-affiliates must be counted for purposes of determining compliance with the aggregate limit on Tier 1 and Tier 2 sales within the applicable 12-month period. However, in addition to the $6 million and $15 million limitations on secondary sales by affiliates in Tier 1 and Tier 2 offerings, respectively, the final rules limit sales by an issuer's selling securityholders (including both affiliates and non-affiliates) in that issuer's initial Regulation A+ offering, and in any Regulation A+ offering that occurs within 12 months thereafter, to no more than 30 percent of the aggregate offering price.

Investment Limitations for Non-Accredited Investors

Generally, non-accredited investors investing in a Tier 2 offering may not purchase more than:

  • 10 percent of the greater of the purchaser's revenue or net assets, if such non-accredited investor is not a natural person (e.g., a corporation or trust); or
  • 10 percent of the greater of the purchaser's annual income or net worth, if such non-accredited investor is a natural person.

These investment limitations do not apply to investors that are "accredited investors," as defined in Rule 501 of Regulation D under the Securities Act, or to the sale of securities in a Tier 2 offering if the offered securities will be listed on a national securities exchange following the SEC's qualification of the offering statement for the offering. There are no investment limitations for non-accredited investors in a Tier 1 offering pursuant to Regulation A+; however, applicable state blue sky securities laws may contain investment limitations based on the status of the purchaser.

Integration Safe Harbor

Offerings pursuant to Regulation A+ will not be integrated with prior offers or sales of securities, nor will they be integrated with certain subsequent offers and sales of securities, including:

  • offers and sales of securities made more than six months after completion of the Regulation A+ offering;
  • crowdfunding offerings;
  • registered offerings under the Securities Act (with limited exceptions); and
  • offers and sales of securities pursuant to certain compensatory and employee benefit plans and compensation contracts.

Treatment Under Section 12(g)

Section 12(g) of the Exchange Act generally requires any issuer that, as of the end of a fiscal year, has total assets exceeding $10 million and a class of equity securities held of record by either 2,000 persons or 500 non-accredited investors to register that class of securities with the SEC under the Exchange Act. Regulation A+ exempts securities issued in Tier 2 offerings from the provisions of Section 12(g) for so long as the issuer remains current in its Regulation A+ reporting obligations (which are discussed in greater detail below), provided the issuer has engaged the services of a transfer agent registered with the SEC and has a public float of less than $75 million (or, in the absence of a public float, annual revenues of less than $50 million). An issuer that engages in a Tier 2 offering and does not meet the foregoing conditions for relief from Exchange Act registration will be granted a two-year transition period before it will be required to register its securities pursuant to Section 12(g), as long as it timely files all ongoing reports pursuant to Rule 257 of Regulation A+ during such period.

Non-Public Submission of Draft Offering Statements

Regulation A+ provides for the submission of a draft offering statement for the SEC's non-public review and comment, provided securities of the issuer filing the offering statement have not been previously sold pursuant to a qualified Regulation A+ offering statement or an effective registration statement under the Securities Act. However, the initial non-public filing, all non-public amendments and any correspondence submitted by or on behalf of the issuer to the SEC regarding the filing must be publicly filed and available on EDGAR as exhibits to the offering statement not less than 21 calendar days before qualification of the offering statement.

Offering Statements on Form 1-A

For each offering pursuant to Regulation A+, an offering statement must be filed with, and qualified by, the SEC. The offering statement must include specified disclosure regarding the issuer and the offering, including a description of the offered securities, as well as information regarding the material risks associated with the offering, the intended use of proceeds, the issuer's business, the executive officers and directors and their compensation, beneficial ownership of the issuer's securities and related party transactions.

A Tier 1 and Tier 2 issuer must file, as part of the offering circular, financial statements for the issuer's two most-recently completed fiscal years. The financial statements of a Tier 2 issuer must be audited, while audited financial statements will not generally be required for Tier 1 offerings.

Solicitation of Interest; Testing the Waters

Under the final rules, an issuer will be permitted to test the waters with all potential investors and use solicitation materials both before and after it files its offering statement with the SEC, subject to the issuer's compliance with the filing and disclaimer provisions of Regulation A+ relating to solicitation materials. The materials used for such purposes will remain subject to the antifraud and other civil liability provisions of the federal securities laws. A Regulation A+ issuer must submit or file all solicitation materials as an exhibit to its offering statement when it is initially submitted for non-public review or filed, and update for substantive changes in such material after it is initially submitted or filed. Thus, issuers in a Regulation A+ offering will no longer be required to submit solicitation materials at or before the time of first use. Testing the waters material used by an issuer or its intermediaries after publicly filing an offering statement will be required to include a current preliminary offering circular or contain a notice informing potential investors where and how the most current preliminary offering circular can be obtained.

Ongoing Reporting Requirements

Currently, Regulation A only requires issuers to file only a Form 2-A with the SEC every six months and within 30 calendar days after the termination or completion of a Regulation A offering to report sales and the termination of sales made under Regulation A.

The final rules eliminate Form 2-A and instead require issuers conducting Tier 1 offerings to provide similar information on a new "Form 1-Z." Tier 2 issuers will be subject to a new reporting regime, and they will be required to file the following ongoing reports with the SEC:

  • Annual Reports on Form 1-K: These reports will be required to include information, as more fully described in the applicable instructions, concerning the issuer's business operations for the prior three years (or such shorter period as the issuer has been in existence), related party transactions, beneficial ownership of the issuer's voting securities, the identity and business experience of the issuer's directors, executive officers and significant employees, executive compensation and a management's discussion and analysis (MD&A). The report, which must include audited financial statements for each of the issuer's two most recent fiscal years, will be required to be filed with the SEC within 120 calendar days following a Tier 2 issuer's fiscal year-end.
  • Semiannual Reports on Form 1-SA: Much like quarterly reports on Form 10-Q, these reports will consist primarily of financial statements and an MD&A. The reports will be required to be filed with the SEC within 90 calendar days following the end of the first six months of the issuer's fiscal year.
  • Current Reports on Form 1-U: Similar to current reports on Form 8-K, reports on Form 1-U will be required whenever certain material events occur with respect to the Tier 2 issuer. The reports will be required to be filed within four business days of the occurrence of a triggering event.

A Tier 2 issuer's reporting obligations under Regulation A+ will continue until the issuer's reporting obligation is suspended or the issuer becomes subject to the periodic reporting requirements of Section 13 of the Exchange Act. Similar to the provisions that allow an issuer to suspend its ongoing reporting obligations under Sections 13 and 15(d) of the Exchange Act under certain circumstances, an issuer under Regulation A+ may suspend reporting at any time after completing its reporting obligation for the fiscal year in which the offering statement was qualified, if:

  • it has filed all reports required by Regulation A+ for the shorter of: (1) the period since the issuer became subject to such reporting obligation or (2) its most recent three fiscal years and the portion of the current year preceding the date of filing an exit report on Form 1-Z,
  • the securities of each class to which the offering statement relates are held of record by fewer than 300 persons (or 1,200 persons, in the case of a bank or a bank holding company) and
  • offers or sales made in reliance on a qualified Tier 2 offering statement are not ongoing.

State Securities Law

Under the final rules, Tier 1 offerings will remain subject to state securities law registration and qualification requirements, while such state securities laws will be deemed to be preempted with respect to securities offered or sold in a Tier 2 offering.

Resale Restrictions

As is currently the case with respect to securities sold pursuant to Regulation A, securities sold under Regulation A+ will not be deemed to be "restricted securities" under the Securities Act. Therefore, they will not be subject to the Securities Act limitations on resale that apply to securities sold in private offerings.

Comparison of Regulation A+, Regulation D and Initial Public Offerings

The table below highlights certain distinctions among Regulation A+ offerings, Regulation D offerings and registered initial public offerings.

  Regulation A+ Rule 506(b) of Regulation D Rule 506(c) of Regulation D Registered Initial Public Offering
Limit on Aggregate Offering Amount Tier 1: $20 million per 12-month period.
Tier 2: $50 million per 12-month period.
No limitation on offering amount. No limitation on offering amount. No limitation on offering amount.
Secondary Sales by Existing Securityholders in the Offering Tier 1: Sales by affiliates are limited to $6 million.
Tier 2: Sales by affiliates are limited to $15 million.
Tier 1 and Tier 2: Affiliates and non-affiliates in an issuer's initial Regulation A+ offering, and in any Regulation A+ offering within 12 months thereafter are limited to 30 percent of the aggregate offering price.
Securityholders may not sell securities in the offering. Securityholders may not sell securities in the offering. Securityholders may not sell securities in the offering.
Eligible Issuers Tier 1 and Tier 2: U.S. and Canadian issuers that are not: a reporting company, an investment company, a blank check company, an issuer of fractional undivided interests in oil or gas rights, an issuer required to file but delinquent in filing ongoing reports under Regulation A+ during the two years immediately preceding the filing of a new offering statement, an issuer that has had its registration revoked under Exchange Act Section 12(j) or a "bad actor" under Regulation A+. Any company, provided that such company is not a "bad actor" under Rule 506(d) of Regulation D. Any company, provided that such company is not a "bad actor" under Rule 506(d) of Regulation D. Any company.
Permitted Investors Tier 1: Anyone.
Tier 2: Anyone; however, a non-accredited investor may not purchase more than: (i) 10 percent of the greater of the purchaser's revenue or net assets, if not a natural person; or (ii) 10 percent of the greater of the purchaser's annual income or net worth, if a natural person. These investment limitations do not apply if the offered securities will be listed on a national securities exchange.
Unlimited number of accredited investors and up to 35 non-accredited investors. Each non-accredited investor must (alone or together with its purchaser representative) be a sophisticated investor. Unlimited number of accredited investors only. Anyone.
General Solicitation and Advertising Tier 1 and Tier 2: No restrictions on general solicitation and advertising. An issuer may also "test the waters" before and after its offering statement is filed with the SEC. General solicitation and advertising not permitted. No restrictions on general solicitation and advertising. General solicitation and advertising permitted, provided the issuer meets all applicable requirements of the Securities Act (including the delivery of a prospectus meeting such requirements with solicitation materials).
Ongoing Reporting Requirements Tier 1: No ongoing reporting requirements, unless the issuer exceeds the registration threshold under Section 12(g) of the Exchange Act.
Tier 2: Issuer must file with the SEC annual reports on Form 1-K (with audited financial statements), semi-annual reports on Form 1-SA and current reports on Form 1-U.
No ongoing reporting requirements unless the issuer exceeds the registration threshold under Section 12(g) of the Exchange Act. No ongoing reporting requirements unless the issuer exceeds the registration threshold under Section 12(g) of the Exchange Act. Issuer becomes subject to the periodic and current reporting requirements of the Exchange Act.
Limitations on Resales Tier 1 and Tier 2: Securities sold are not "restricted securities" and are not subject to the transferability restrictions under Rule 144 of the Securities Act. Securities sold are "restricted securities" and are subject to the transferability restrictions under Rule 144 of the Securities Act. Securities sold are "restricted securities" and are subject to the transferability restrictions under Rule 144 of the Securities Act. Securities sold are not "restricted securities" and are not subject to the transferability restrictions under Rule 144 of the Securities Act.
Applicability of State Law Blue Sky Registration Requirements Tier 1: Issuers are subject to blue sky registration and qualification requirements.
Tier 2: Blue sky registration and qualification requirements do not apply.
Blue sky registration and qualification requirements do not apply. Blue sky registration and qualification requirements do not apply. Blue sky registration and qualification requirements do not apply if the securities offered are "covered securities" under Section 18 of the Securities Act.

Footnotes

1. The full text of the final rules is available at http://www.sec.gov/rules/final/2015/33-9741.pdf.

2. According to the December 2013, SEC-proposed amendments to Regulation A (the full text of which is available at http://www.sec.gov/rules/proposed/2013/33-9497.pdf), from 2009 through 2012, only 19 Regulation A qualified offerings were conducted, with an aggregate offering amount of $73 million. By contrast, during the same period, approximately 27,500 Regulation D private offerings were conducted, with an aggregate offering amount of $25 billion.

If you would like more information about the topics addressed in this Alert, please contact Darrick M. Mix, Howell J. Reeves, Sandra G. Stoneman, Barry Steinman, any of the attorneys in our Capital Markets Group, any of the attorneys in our Corporate Practice Group or the attorney in the firm with whom you are regularly in contact.

Disclaimer: This Alert has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice. For more information, please see the firm's full disclaimer.

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