June 2015 Bar Bulletin
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June 2015 Bar Bulletin

New SEC Regulation A+ Governs Public Offerings

By Mike Liles, Jr.

 

The SEC's final Regulation A+ rules under the JOBS Act have been issued and will become effective on June 19. Regulation A+ is an exemption from registration under the Securities Act of 1933 of small public offerings, which under the new rules have been increased from $5 million to up to $50 million every 12 months.

All U.S. and Canadian-based companies are eligible to use Regulation A+ in the sale of debt or equity securities (other than asset-backed securities), except for:

  • public (Exchange Act reporting) companies;
  • registered investment companies;
  • blank check companies;
  • issuers of fractional or undivided oil and gas or similar mineral rights interests;
  • issuers failing to file Regulation A+ ongoing reports;
  • issuers subject to an SEC order denying registration; and
  • issuers subject to a "bad actor" disqualification.1

Regulation A+ Tier 1 offerings may be up to $20 million during any 12-month period, and Tier 2 offerings may be of any size, up to $50 million during any such period. The issuer may elect which tier to use and file accordingly.2


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