Exam Alert: SEC Raises Regulation A Limit, Creates Tiers

Effective June 19, 2015 the SEC changed the Regulation A registration exemption for small issues. The change moved from the old standard of $5 million or smaller issues to a new standard of $50 million or smaller issues. In addition, there are two “tiers” for Reg A – offerings up to $20 million are Tier 1, and offerings up to $50 million are Tier 2. Continue reading

Exam AlertEffective June 19, 2015 the SEC changed the Regulation A registration exemption for small issues. The change moved from the old standard of $5 million or smaller issues to a new standard of $50 million or smaller issues. In addition, there are two “tiers” for Reg A – offerings up to $20 million are Tier 1, and offerings up to $50 million are Tier 2.

Tier 2 issuers are required to include audited financial statements in their offering documents and to file annual, semiannual, and current reports with the SEC. Also, if a Tier 2 issue is not listed on a national securities exchange, purchasers in Tier 2 offerings must either be accredited investors or be subject to certain limitations on their investment. Specifically, non-accredited investors cannot spend over 10% of the greater their annual income or net worth for a natural person, or over 10% of the greater of their revenue or net assets for a non-natural person.

Sources:
Amendments to Regulation A (SEC document detailing the change)
Regulation A (current version of Regulation A)

This alert applies to the Series 7, Series 24, Series 62, Series 79, and Series 82.

Exam Alert: SEC modifies accredited investor standard based on Dodd-Frank

The SEC has changed its net worth standards for accredited investors to conform to provisions of the Dodd-Frank Act. The change stipulates that the value of an investor’s primary residence may not be used when calculating net worth to determine whether the person is an accredited investor on the basis of having a net worth of over $1 million. The change will be effective 60 days after publication in the Federal Register. Continue reading

The SEC has changed its net worth standards for accredited investors to conform to provisions of the Dodd-Frank Act.  The change stipulates that the value of an investor’s primary residence may not be used when calculating net worth to determine whether the person is an accredited investor on the basis of having a net worth of over $1 million.  The change will be effective 60 days after publication in the Federal Register.

An accredited investor is allowed to participate in certain unregistered limited private offerings.  This SEC website shows the standards that determine who qualifies as an accredited investor.

Source: SEC Release 2011-274

This alert applies to the Series 6, Series 7, Series 24, Series 62, Series 79, and Series 82.