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Capital Raising in the U.S.:
An Analysis of the Market for Unregistered Securities Offerings, 2009‐2017

Aug. 1, 2018

Scott Bauguess, Rachita Gullapalli, and Vladimir Ivanov


Capital formation through private placement of securities has increased substantially since the 2008 global financial crisis. During recent years, amounts raised through unregistered securities offerings have outpaced the level of capital formation through registered securities offerings, and totaled more than $3.0 trillion during 2017. In this analysis, we provide insights into a large segment of the unregistered securities market: offerings conducted in reliance on Regulation D of the Securities Act. Using information collected from Form D filings, this study provides a detailed examination of offering characteristics, including the types of issuers,investors, and financial intermediaries that participate in the offerings. As part of the examination, we analyze the new and amended exemptions created pursuant to the Jumpstart Our Business Startups Act of 2012 ("JOBS Act")-the new Rule 506(c) exemption which became effective in September 2013 and allows general solicitation and general advertising, changing almost 80 years of regulatory practice, the amended Regulation A which became effective June 19, 2015 and the new Regulation Crowdfunding that became effective May 16, 2016. We also provide some perspective on the state of competition and potential regulatory burden in alternate capital markets by analyzing the level of activity among the various registered and unregistered offering alternatives.


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