Regulation A+ Outpaces Regulation A Activity, SEC White Paper Says
The SEC recently released a white paper entitled “Regulation A+: What Do We Know So Far?,” which examined Regulation A+ offerings between June 19, 2015 (the date the exemption took effect) and October 31, 2016. The study found that during the examined time period prospective issuers publicly filed offering statements for 147 Regulation A+ offerings, seeking up to approximately $2.6 billion in financing. This outpaced the past rate of Regulation A activity. Some other the highlights include:
- Approximately $190 million was reported raised during the period studied. The author noted this amount likely understates the true amount raised due to reporting timeframes.
- Tier 2 offerings were accounted for 60% of the qualified offerings, with the average issuer seeking approximately $18 million.
- Companies mainly offered equity securities, which accounted for over 85% of all offerings.
- The majority of offerings were conducted on a best-efforts, self-underwritten basis, consistent with the small offering size and the small size of a typical issuer.
- Most of the issuers had previously engaged in private offerings, consistent with the use of amended Regulation A as a capital raising on-ramp.
The study concludes that while the sample size is small, early signs indicate that Regulation A+ may offer a viable public offering on-ramp for smaller issuers - an alternative to a traditional registered IPO - and either an alternative or a complement to other securities offering methods that are exempt from registration.