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SEC Issues Guidance on Rule 144A and Rule 506 Offerings Regarding General Solicitation and General Advertising and Other Aspects of the Amended Rules

by Joshua Thomas Coleman
Fried, Frank, Harris, Shriver & Jacobson (London) LLP - London Office

Stuart H. Gelfond
Fried, Frank, Harris, Shriver & Jacobson (London) LLP - New York Office

Kaihli M. Ross
Fried, Frank, Harris, Shriver & Jacobson (London) LLP - Washington Office

December 13, 2013

Previously published on December 10, 2013

Recently, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") issued 11 new Compliance and Disclosure Interpretations (“CDIs”) relating to the recently adopted amendments to Rule 144A and Rule 506, which permitted general solicitation and general advertising (“general solicitation”) in all Rule 144A offerings and select Regulation D offerings under Rule 506. Among other points raised in the new guidance, the CDIs confirm the ability of offering participants (in addition to the issuer) to engage in general solicitation in Rule 144A offerings and address aspects of amended Rule 506 relating to transitioning between different types of Rule 506 offerings, issuers availing themselves of the Section 4(a)(2) exemption under the Securities Act of 1933, as amended (the “Securities Act”) after commencing a Rule 506 offering and the verification of accredited investors.


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