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
...login to read the rest of this article.