Capital Raising in the U.S.: An Analysis of Unregistered Offerings Using the Regulation D Exemption, 2009-2012

Vladimir Ivanov and Scott Bauguess

Abstract:

In 2012, we issued a report on capital raising in the U.S. through unregistered offerings, using
information extracted from Form D filings received by the U.S. Securities and Exchange
Commission since the beginning of 2009 through the first quarter of 2011. In this report we
update our analysis through the end of 2012 and provide additional analysis on the types of
issuers, investors, and financial intermediaries that participate in such offerings. As with our
previous report, the results are intended to inform the Commission about the amount and
nature of capital raised through unregistered offerings claiming a Regulation D exemption, and
to provide some perspective on the state of competition and potential regulatory burden in
capital markets. In particular, we compare the amount of capital raised in reliance on
Regulation D to capital raised from registered and other unregistered offering methods. This
information may be particularly useful in assessing the potential need for current or future
rulemaking activity. This analysis is not intended to inform the Commission about compliance
with or enforcement of federal securities laws.