Staff Papers and Analyses

Angela Huang, Ruoke Yang, and Mengxin Zhao

In this white paper, we present a recent analysis of the U.S. M&A market as well as the analysis of the characteristics of a typical M&A deal and companies involved in it. Time trends reveal continued evidence of considerable cyclicality in aggregate M&A activity, irrespective of the metric employed. With the caveat that there is more limited data availability about private deals, deals involving public acquirers and public targets accounted for the largest share of aggregate deal value, followed by deals involving public acquirers and private targets. However, private deals were considerably more numerous. Within the public acquirer-public target subset of deals, which offers more comprehensive information about acquirer and target financials, acquirers remained significantly larger than targets based on all considered metrics. Further deal-level evidence showed that business and professional services led the industry breakdown of recently completed U.S. M&As. In the past five years, SPAC acquirers were also among top acquirer industries. We also present geographic breakdowns based on acquirer and target locations within the U.S. Additional analyses delve into cross-border M&A activity involving deals with non-U.S. based acquirers bidding for U.S. companies and deals involving U.S. acquirers and non-U.S.-based targets. M&A deals involving subsidiaries played a significant part in aggregate M&A activity. M&As represent an important form of reallocation of capital and pathway for exit for private company investors.

Diana Knyazeva and Daniel Bresler

The purpose of this paper is to provide background information on registered broker-dealers and their activities over the period 2010-2024. This paper provides an analysis of the industry, structure of activity of different types of broker-dealers, and the revenues and expenses of broker-dealers.

Angela Huang and Vladimir Ivanov

Below we present an analysis of the data on the offering activity in the Title III securities-based crowdfunding market based on the data in SEC filings between May 16, 2016 (effective date of Regulation Crowdfunding) and December 31, 2024. During this period, we estimate that there were 8,492 offerings initiated by 7,134 issuers, excluding withdrawn offerings. The offerings sought a total of approximately $560 million based on the target (minimum) amount. However, almost all offerings had a minimum-maximum format and accepted oversubscriptions up to a higher maximum. In the aggregate, the maximum amount sought in these offerings was approximately $8.4 billion. Based on the analysis of EDGAR filings during this period, there were 3,869 offerings where issuers reported approximately $1.3 billion in proceeds. This is likely to be a lower-bound estimate due to variance in Form C-U filing practices. The crowdfunding exemption continues to gain momentum over time and serve small and early-stage companies seeking access to capital, often for the first time. The median issuer had around $80,000 in total assets, including $13,000 in cash, $60,000 in debt, and $10,000 in revenue, and three employees. While the majority of issuers had some assets and revenues by the time of the offering, only about one out of seven issuers had recorded a net profit. Most crowdfunding issuers were new to the capital markets. However, in around one-fifth of offerings, issuers had previously disclosed an offering under Regulation D on Form D. Crowdfunding securities must be offered through a registered broker-dealer or a registered funding portal. As of the end of 2024, there were 83 funding portals registered with the SEC and FINRA. The crowdfunding market was dominated by funding portals, although some registered broker-dealers have also participated in offerings. The funding portal industry has seen some turnover, as well as significant concentration, with the top five portals accounting for well over half of the offering market based on the number of offerings and the dollar volume.

Angela Huang

We present statistics on the state of the Regulation A offering exemption over the past decade. We document the level of offering activity and reported proceeds and focus on the characteristics of issuers and offerings relying on this exemption. We estimate that there were over 1,400 offerings qualified during this period seeking an aggregate of over $28 billion in capital. During this period, approximately $9.4 billion in proceeds was reported by over 800 issuers. While the exemption gained traction over time, the number of offerings and aggregate financing amounts remained significantly smaller than those under Regulation D. Tier 2, with the higher offering limit and blue sky preemption, accounted for most of the offerings and proceeds. A typical Regulation A issuer was relatively small and young, and most issuers had not yet established a record of profitability. The overwhelming majority of offerings were from unlisted issuers, and companies that have not filed Exchange Act reports accounted for the majority of the offerings.

Ulas Alkan, Ross Askanazi, Dominique Brabant, Su Li, and Joseph R. Simmons

This White Paper provides statistics describing the relationship between beneficial ownership concentration and fund outcomes for qualifying hedge funds (“QHFs”) and their advisers from 2013 to 2023. The outcomes we calculate by concentration status are types of beneficial owners, fund portfolio liquidity, investor liquidity, capital restrictions on the fund, fund leverage, performance, and margins. The relationship between beneficial ownership concentration and fund margins is explored in greater detail using a linear regression analysis. All statistics are calculated using information reported by private fund advisers on Form PF. We also discuss certain caveats and limitations to this analysis, based on variations in typical reporting practices by fund advisers.

Daniel Hiltgen

This white paper examines weekly fluctuations in money market fund (“MMF”) market prices surrounding the March 2020 market dislocation, which resulted from the economic disruptions caused by the COVID 19 pandemic (the “March 2020 market dislocation”). The analysis in this white paper identifies key factors influencing these price variations, including interest rates, redemptions, portfolio construction, and liquidity. This white paper aims to inform the Commission, investors, and other interested parties with insights into broader trends within the money market fund industry.

Vladimir Ivanov, Michael Pessin, and Albert Sheen

This study analyzes the number of reporting issuers that in 2023 were either registered under the Exchange Act of 1934 or registered offerings under the Securities Act of 1933 and filed Forms 10-K, 10 KT, 20-F, or 40-F. The snapshot of the 2023 registrant data reveals that most issuers registered under Exchange Act section 12(b). Additionally, many registered issuers were eligible to provide scaled disclosures. While there is no definition of a public company in U.S. securities laws, common usage of the term “public company” typically refers to a subset of the total count of 8,351 registered issuers in 2023. This study then divides the registered issuers into different categories that can be used to determine different counts of public companies based on various definitions and methodologies.

This report provides market statistics for exempt offerings under Regulation A, Regulation D, and Regulation Crowdfunding (“Regulation CF”). These statistics are based on information reported by Commission registered companies on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) system. This reported information includes filings (new filings and amendments) on Forms 1-A, D, C and C-U. Data derived from those forms and used to produce these statistics is available at https://www.sec.gov/data-research/sec-markets-data.

Diana Knyazeva

This paper provides background information about the market for commercial mortgage-backed securities (CMBS), issuance types and characteristics, and credit rating activity in this market.

Diana Knyazeva

This paper provides statistics about the market for asset-backed securities (ABS), including information about trends in offering, deal, and collateral characteristics. Subsequent sections provide more detail about the activity of financial intermediaries, such as bookrunners and sponsors, and nationally recognized statistical rating organizations (NRSROs) in these markets.

Y.C. Loon

The Securities and Exchange Commission (“Commission” or “SEC”) regulates security-based swaps (“SBS”), pursuant to Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). As part of this regulatory regime, beginning on November 1, 2021, entities that meet the definition of security-based swap dealer (“SBSD”) were required to file an application to register with the Commission. Drawing on these registration filings, this paper presents statistics on the population of conditionally registered SBSDs. SBSD registrations surged in October and November 2021, followed by a small number of registrations that occurred sporadically between December 2021 and December 2024. As of December 31, 2024, there were 53 conditionally registered SBSDs. SBSDs often are regulated by other U.S. as well as foreign financial regulators. Most non-broker-dealer SBSDs stated their intent to use mathematical models to compute capital or margin, or price customer or proprietary positions. SBSDs operate in multiple countries in addition to the U.S., underscoring the global nature of the SBS market. Of the SBSDs eligible to rely on a substituted compliance determination, all stated their intent to do so. Multiple SBSDs can be affiliated with the same ultimate parent, although this occurs infrequently. The vast majority of ultimate parents have one affiliated SBSD each.

Ulas Alkan, Ross Askanazi, Dominique Brabant, and Joseph R. Simmons

This white paper provides market statistics for private funds and private fund advisers with respect to their net asset values, gross returns, net returns, and margins. We specifically analyze hedge funds, private equity funds, and their advisers. These statistics are based on information reported by private fund advisers on Form PF. Subsequent sections provide more detail on the components of total fees and allocations for each of hedge funds and private equity funds. We also discuss certain caveats and limitations to this analysis, based on variations in typical reporting practices by fund advisers. Because private equity funds typically have a finite life cycle the white paper also analyzes these components by fund vintage for private equity funds.

This report provides market statistics for exempt offerings under Regulation A, Regulation D, and Regulation Crowdfunding (“Regulation CF”). These statistics are based on information reported by Commission registered companies on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) system. This reported information includes filings (new filings and amendments) on Forms 1-A, D, C and C-U. Data derived from those forms and used to produce these statistics is available at https://www.sec.gov/data-research/sec-markets-data.

Daniel Hiltgen

Joseph R. Simmons

Evan Avila and Mattias Nilsson

Louis Craig, Abby Kim and Seung Won Woo

Rachita Gullapalli

The Division of Economic Risk Analysis (DERA) has issued its inaugural quarterly report, which touches on a variety of topics such as macroeconomic indicators, monetary policy and interest rates, financial market signals, market segments and research on collateralized loan obligations.

Edwin Hu, Paul Hughes, John Ritter, Patti Vegella, and Hao Zhang

Salil Pachare and Ilia Rainer

Scott Bauguess, Rachita Gullapalli, and Vladimir Ivanov

Louis Craig, Abby Kim, and Seung Won Woo

K. Jeremy Ko and Steven Rapkin

Edwin Hu, Paul Hughes, John Ritter, Patti Vegella, and Hao Zhang

Paul Hughes

Paul Hughes, John Ritter, and Hao Zhang

This report to Congress includes an examination of initial public offerings and crowdfunding by small companies.

George O. Aragon, Tolga Ergun, Mila Getmansky, and Giulio Girardi

Claudia E. Moise and Paca Flaherty

Vladimir Ivanov and Anzhela Knyazeva

Review the report for offering activity in the Title III crowdfunding market initiated during May 16, 2016 - December 31, 2016.

​Daniel Hiltgen

Joshua T. White

​Anzhela Knyazeva

Viktoria Baklanova, Cecilia Caglio, Frank Keane, Burt Porter

Diana Knyazeva, Charles Lin, and Jasmine Park

Austin Gerig and Keegan Murphy

Daniel Deli, Paul Hanouna, Christof W. Stahel, Yue Tang and William Yost

Scott Bauguess, Rachita Gullapalli, and Vladimir Ivanov

Paul Hanouna, Jon Novak, Tim Riley, and Christof Stahel

Burt Porter

Joshua White and Scott Bauguess

K. Jeremy Ko

K. Jeremy Ko

See Latest Revision (12/17/14)

Giulio Girardi, Craig Lewis and Mila Getmansky

Laura Tuttle

Laura Tuttle

Joshua White and Scott Bauguess
See Corrected Version (2/25/15)

Vladimir Ivanov and Scott Bauguess

Vlad Ivanov and Scott Bauguess

See Latest Version (7/1/13)