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Dodd-Frank

SEC Publishes Regulation A+ Statistics

by   |   December 31, 2016

The SEC has published a white paper describing the types of Regulation A+ offerings to date. Facts published include:

  • As of October 31, 2016, prospective issuers have publicly filed offering statements for 147 Regulation A+ offerings, seeking up to approximately $2.6 billion in financing. Of those, approximately 81 offerings seeking up to approximately $1.5 billion have been qualified by the Commission.
  • Tier 2 offerings were on the margin more common among qualified offerings, accounting for 60% of qualified offerings.
  • The offer amount varied with issuer size, with the average issuer was seeking up to approximately $18 million.
  • 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.
  • Approximately 54% of all offerings and 65% of qualified offerings involved offerings on a delayed or continuous basis.
  • The majority (around 80%) of offerings did not involve testing-the-waters. However, Tier 2 offerings accounted for the majority of testing-the-waters solicitations.
  • Approximately 10% of all offerings involved sales by existing (affiliated or unaffiliated) securityholders.
  • Across qualified offerings, the median time from initial public filing to qualification was 78 days.
  • The median legal cost was reported to be approximately $40,000 ($50,000) based on all filings (qualified offerings).
  • The typical issuer had median assets of approximately $0.1 million across all filings and approximately $0.2 million across qualified filings.
  • Based on all filings with available data, the median issuer had no cash, property, plants and equipment (PP&E), long-term debt, revenue, or net income.
  • The finance, insurance, and real estate sector accounted for the largest number of offerings and total amount offered across issuers.