The recent SEC adopting releases cite an updated SEC Risk Fin (now renamed the Division of Economic and Risk Analysis) study titled, Capital Raising in the U.S.: An Analysis of Unregistered Offerings Using the Regulation D Exemption, 2009-2012. This new study updates in part the Risk Fin 2012 study on exempt offerings, which we have previously cited in this blog. The study can be accessed here: http://www.sec.gov/divisions/riskfin/whitepapers/dera-unregistered-offerings-reg-d.pdf.
The study provides interesting insights on the exempt offering market, and emphasizes once again the importance of exempt offerings in capital-raising efforts. The study notes that approximately $900 billion was raised in Regulation D offerings in 2012. Not surprisingly, almost all of this was raised in Rule 506 offerings. The study provides detailed data points on the types of issuers using Rule 506 offerings; the size of the offerings; the use of financial intermediaries; etc. However, given that many issuers neglect to file Form Ds in connection with offerings, it is possible that some of the information may be understated. In considering the new Section 3(b)(2) (Regulation A+) exemption, it will be important to consider the requirements for compliance with the exemption, and weigh those against the appeal of a Rule 506 offering if the new Regulation A+ exemption is to be utilized.
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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