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Tag Archives: Rule 144A

Foreign Banks Financing in the United States

Posted in Research

We invite you to download a free copy of the updated edition of our book, or to request free hard copies for you and your colleagues. Foreign Banks Financing in the United States, published by IFLR, provides a timely discussion of the approaches used by foreign banks to raise capital from US investors. Foreign banks… Continue Reading

Regulation D/Form D Proposed Amendments

Posted in Rule 506 Rulemaking

On the same day that the SEC adopted changes to Rule 506 and Rule 144A in order to relax the prohibition against general solicitation, the SEC proposed for comment amendments to Form D, Regulation D and Rule 156.  These proposed rules were met with an extraordinary number of comments given that many felt that the… Continue Reading

SEC Issues 11 C&DIs On Rule 144A and Rule 506(c)

Posted in SEC News

On November 13, 2013, the SEC issued 11 new Compliance & Disclosure Interpretations regarding Rule 144A and Rule 506(c).  For our readers’ convenience, we have put the 11 new C&DIs in their own document [http://www.mofo.com/files/Uploads/Images/131113-SEC-CDIs-re-Rule-506c-and-Rule-144A.pdf].  As with previous C&DIs, many of the new ones confirm positions that the SEC has already taken in other statements,… Continue Reading

Effective Date for TRACE Dissemination of 144A Data

Posted in SEC News

As we reported in a previous post (http://www.mofojumpstarter.com/2013/09/20/trace-dissemination-of-144a-data/), the SEC approved amendments to FINRA Rules 6750 and 7730, and TRACE dissemination procedures for Rule 144A trade data. FINRA has announced (see: http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p375662.pdf) that these amendments will go into effect beginning June 30, 2014.

A General (Solicitation) Lay of the Land

Posted in Rule 506 Rulemaking

Last Monday, the 80-year ban on the use of general solicitation in certain exempt securities offerings was relaxed. General solicitation can now be used in private offerings conducted under Rule 506(c) of Regulation D and Rule 144A under the Securities Act. While the dust has yet to settle, we have already seen several examples of… Continue Reading

TRACE Dissemination of 144A Data

Posted in Rule 506 Rulemaking

The SEC recently approved FINRA’s rule change to permit dissemination of trade data for 144A bonds on TRACE (see: http://www.sec.gov/rules/sro/finra/2013/34-70345.pdf).  FINRA will publish a regulatory notice within 60 days of the rule approval, which was earlier this month, providing additional details.  As we previously reported in an earlier post, the relaxation of the prohibition on… Continue Reading

Bloomberg BNA JOBS Act Event

Posted in Events, Rule 506 Rulemaking

On Thursday, October 3, 2013, Morrison & Foerster partner Anna Pinedo will participate in a complimentary Bloomberg Law Event entitled “Outlook on Securities—The JOBS Act”. The seminar will focus on the latest developments in JOBS Act rulemaking by the Securities and Exchange Commission. For more information about the event, and to register, please visit: http://about.bloomberglaw.com/events/outlook-on-securities-the-jobs-act/.

Webcast: What do the New General Solicitation Rules Really Mean for Private Capital Raising?

Posted in Events, Private Placements, Rule 506 Rulemaking

Morrison & Foerster, together with Practical Law Company, presented a webcast on the new general solicitation rules. The webcast analyzed the impact of the SEC’s removal of the ban on general solicitation in certain private offerings that was required by the JOBS Act. The program also discussed conducting Regulation D and 144A offerings going forward,… Continue Reading

SEC Adopts Amendments to Rule 506

Posted in Rule 506 Rulemaking

This morning, the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to implement Section 201(a) of the JOBS Act.  The SEC adopted new paragraph (c) in Rule 506, which would permit the use of general solicitation and general advertising, subject to the following conditions: the issuer must… Continue Reading

JOBS Act Webcast: SEC’s New Regime for Private Placements

Posted in Events, Private Placements, Rule 506 Rulemaking, SEC News

On Wednesday, July 10, the Securities and Exchange Commission will consider adopting amendments to its rules governing private placements of securities. The amendments will likely eliminate (a) the prohibition on general solicitation and general advertising for private placements to accredited investors under Rule 506 and (b) the prohibition on offers to non-qualified institutional buyers in… Continue Reading

FINRA Files Proposed Rule to Make Rule 144A Transactions Subject to Dissemination

Posted in Rule 506 Rulemaking

For some time now, FINRA has been considering amending its rules in order to make Rule 144A transactions, which are reportable on TRACE, subject to dissemination under FINRA rules in order to promote more transparency.  Historically, 144A transaction data has not been disseminated due to concerns regarding the historic prohibition on general solicitation.  FINRA has… Continue Reading

SEC Releases Proposed Rules Relaxing Ban on General Solicitation

Posted in Rule 506 Rulemaking

Following this morning’s meeting, the Commission has published its proposed rules: http://www.sec.gov/rules/proposed/2012/33-9354.pdf Summary The SEC published its guidance today as a proposed rule, with a comment period, and not as an interim final rule. The SEC proposes to amend Rule 506 to provide that the prohibition against general solicitation contained in Rule 502(c) shall not… Continue Reading

SEC Proposes Rules to Relax the Ban on General Solicitation: First Take

Posted in Rule 506 Rulemaking

At a meeting this morning, the SEC voted to propose rules relaxing the ban on general solicitation for certain offerings conducted pursuant to Rule 506 and resales under Rule 144A.  In a meeting that lasted approximately 45 minutes, the Staff outlined the principal aspects of the proposed rules.  The Staff indicated that it was proposing… Continue Reading

The JOBS Act and Private Funds

Posted in Rule 506 Rulemaking

Section 201(a)(1) of the JOBS Act directs the SEC to repeal the ban on general solicitation and general advertising in securities offerings under Rule 506 of Regulation D and Rule 144A.  Can advertisements for hedge funds in Cigar Aficionado and The Wine Spectator be far behind? Not so fast.  The SEC has missed its July 4 deadline… Continue Reading