The Division of Economic Research released an updated study regarding capital raised in the United States through unregistered offerings.

The study notes that in 2014 more than $2 trillion in proceeds were raised through exempt offerings, largely through offerings made in reliance on Regulation D.  The information was collected principally from Form D filings.  Although in reporting data, the study looks at amounts raised in offerings made in reliance on Regulation D, Rule 144A, Regulation S, Regulation A and Section 4(a)(2).  By contrast, in 2014, $1.35 trillion was raised in SEC-registered offerings.

In 2014, based on these filings, there were 33,429 Regulation D offerings.  Foreign issuers accounted for 20% of the total amount raised during 2014 and came principally from Canada, Cayman Islands and Israel.  This information is, in our experience, quite incomplete.  Most non-U.S.-domiciled issuers access the U.S. institutional investor market through cross-border debt placements and these are made in reliance on Section 4(a)(2).  These transactions, which are often referred to as “insurance private placements” or “cross-border privates” are substantial.

The study notes that since September 2013 (effectiveness date), the amounts raised in reliance on 506(c) offerings through 2014 was only 2% of the total amount cited above, or $33 billion

The study contains many useful charts segmenting data and findings.  It can be accessed here: