SEC issues guidance on Rule 144A and Rule 506 offerings regarding general solicitation and general advertising and other aspects of the amended rules

Abstract

Purpose – To explain the SEC's new Compliance and Disclosure Interpretations (“CDIs”) relating to the recently adopted amendments to Rule 144A and Rule 506, which permitted general solicitation and general advertising (“general solicitation”) in all Rule 144A offerings and select Regulation D offerings under Rule 506. Design/methodology/approach – The article summarizes amended rules and recently issued CDIs, while also explaining some of their implications. Findings – The new CDIs provide a number of helpful clarifications and confirmations on aspects of the amended rules relating to general solicitation, transitioning between different types of Rule 506 offerings and investor verification under Rule 506(c). Originality/value – Practical summary of recent SEC guidance with explanation from seasoned corporate securities attorneys.