Resource Guide: SEC Regulation A + Plus

Financial Intermediaries

Regulation A amendments may also affect financial intermediaries that may become involved in the placement and quotation of Regulation A securities. Currently, there is limited involvement of intermediaries in a Regulation A offering. However, financial intermediaries are used in certain of the other types of offerings, including registered offerings and certain exempt offerings. To the extent that the amendments to
919 Based on an analysis by staff from the Commission’s Division of Economic and Risk Analysis of initial Form D filings submitted during calendar year 2014. The estimated number of investors likely exceeds the actual number of Regulation D investors because investors could have participated in more than one offering.
920 These estimates are based on an analysis by staff from the Commission’s Division of Economic and Risk Analysis, using the Federal Reserve Board’s 2013 Survey of Consumer Finances.
Regulation A that we are adopting today impact the number and the overall amount of capital raised in other types of offerings, financial intermediaries may be affected. For example, in registered offerings, underwriters are frequently used to identify potential investors and are primarily responsible for facilitating a successful distribution of the offered securities. While intermediaries are used less frequently in Regulation D offerings, they play a role in some offerings. We estimate that fewer than 10% of Regulation D offerings that would have been potentially eligible under amended Regulation A involved an intermediary (the estimate is based on information about sales
compensation or sales compensation recipients reported in connection with the offering).921