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

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.

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