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ARTICLE · 19 OCTOBER 2018

Unregistered Securities Offerings

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The Securities and Exchange Commission's Division of Economic and Risk Analysis (DERA) has regularly updated its studies regarding the market for unregistered securities offerings.

United StatesCorporate/Commercial Law
Anna T. Pinedo
Anna T. Pinedo
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The Securities and Exchange Commission's Division of Economic and Risk Analysis (DERA) has regularly updated its studies regarding the market for unregistered securities offerings.  The most recent study provides data through the end of 2017.  Over $3.0 trillion was raised in unregistered securities transactions in 2017.  By contrast, registered offerings accounted for approximately $1.5 trillion.  Approximately $1.8 trillion was raised in Regulation D offerings, which surpasses the amount of capital raised in public offerings.  Of this amount, most was raised in Rule 506(b) offerings and pooled investment vehicles.  Some "repeat" issuers have switched to Rule 506(c).  Approximately 65% of the Regulation D offerings (by number) involve equity offerings.  The data presented in the study is based on information contained in Form D filings and, as a result, may understate the actual level of activity.

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