On April 19, 2017, the staff of the SEC’s Division of Corporation Finance issued a new compliance and disclosure interpretation (“C&DI”) addressing intrastate offerings pursuant to new Securities Act Rule 147A. The C&DI clarified that under new Rule 147A(g)(1), offers and sales made in reliance on new Rule 147A will not be integrated with prior offers and sales of securities, including offers and sales made in reliance on amended Securities Act Rule 147. The C&DI also noted that an issuer must still comply with all applicable state securities law requirements. Amended Rule 147 facilitates offerings relying upon recently adopted intrastate crowdfunding exemptions under state securities laws, while new Rule 147A further accommodates offers accessible to out-of-state residents and companies that are incorporated or organized out-of-state.
For more information regarding new Rule 147A and amended Rule 147, read our client alert.