Capital Raising Through Regulation D Vladimir Ivanov* Senior - - PowerPoint PPT Presentation
Capital Raising Through Regulation D Vladimir Ivanov* Senior Financial Economist U.S. Securities and Exchange Commission *The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or
*The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement of any of its employees. The views expressed herein are those of the author and do not necessarily reflect the views of the Commission or of the author’s colleagues upon the staff of the Commission.
* Other private include Reg S and other Section 4(2) offerings Sources: EDGAR Form D and Form D/A filings for Rule 504, 505, and 506 offerings; Thomson Financial for all others
250 500 750 1,000 1,250 1,500 Registered debt Registered equity Reg D Rule 144A Other private* 2009 2010 2011 2012 2013 2014 Amount Raised ($ billion)
Source: EDGAR Form D filings and Form D/A (amended) filings
Total capital raised ($ billions), 2009-2014 Number of new issuances, 2009-2014
$30 $21 $17 $133 $316 $426 $388 $0 $500 $1,000 $1,500 $2,000 $2,500 Venture Capital Funds Real Estate Financial Services Non-Financial Issuers (Operating) Private Equity Funds Other Investment Funds Hedge Funds 2009-2013 2014 680 1,550 1,603 1,145 2,789 1,848 12,389 10,000 20,000 30,000 40,000 50,000 60,000 70,000 Venture Capital Funds Private Equity Funds Other Investment Funds Financial Services Real Estate Hedge Funds Non-Financial Issuers (Operating) 2009-2013 2014
Source: EDGAR Form D filings from September 23, 2013 to December 31, 2014. Exemption Form D Filings Number of Amendment Filings Total amount sold ($ billions) Mean amount sold ($ millions) Median amount sold ($ millions) 506(c) 2,117 822 $33 $13 $0.7 506(b) 24,500 17,370 $1,520 $26 $1.6 All 506 26,617 18,192 $1,553 $25 $1.5 Regulation D** 27,710 18,350 $1,555 $24 $1.4
Source: EDGAR Form D filings from September 23, 2013 to December 31, 2014.
Funds- Initial 41% Funds - Incremental 23% Non Funds- Initial 34% Non Funds - Incremental 2%
Rule 506(c): Amounts Raised
Funds- Initial 44% Funds - Incremental 43% Non Funds- Initial 11% Non Funds - Incremental 2%
Rule 506(b): Amounts Raised
Source: EDGAR Form D filings from 2009 to 2014. Amended (Form D/A) filings excluded
0.2% 0.3% 0.6% 0.8% 1.4% 3.8% 8.5% 9.0% 12.4% 12.5% 17.2% 33.2% 0.5% 0.2% 0.8% 0.3% 1.6% 1.6% 10.0% 8.8% 37.5% 12.5% 16.0% 10.1%
0% 5% 10% 15% 20% 25% 30% 35% 40%
Travel Restaurants Business Services Agriculture Retailing Manufacturing Energy Health Care Technology Real Estate Other Banking 2014 2009-2013
Source: EDGAR Form D filings from 2009, to 2014. Amended (Form D/A) filings excluded
63.1% 1.9% 15.6% 11.1% 4.3% 2.1% 0.8% 0.9% 55.8% 2.7% 17.6% 12.7% 5.0% 3.3% 1.6% 1.4% 0% 10% 20% 30% 40% 50% 60% 70% Decline to Disclose Not Applicable No Revenues $1 - $1million $1 million - $5 million $5 million - $25 million $25 milion - $100 million Over $100 million 2009-2013 2014
Source: EDGAR Form D filings in 2009-2014. Excludes capital raised through amended offerings – Form D/A.
10,000 20,000 30,000 40,000 50,000 60,000 CA NY TX MA FL IL WA CO PA CT OH GA NC MD NV DE States of Incorporation States of Solicitation Principal States of Business Foreign Issuers Soliciting in All States------>
Source: EDGAR Form D filings from 2009 to 2014. Amended (Form D/A) filings excluded Total number of investors Mean investors per offering Median investors per offering All new offerings All new
New offerings that report investors All new
New offerings that report investors Rule 506(c) 20,563 10 15 2 6 Funds 7,202 17 22 5 15 Non-Funds 13,361 8 12 1 5 Rule 506(b) 343,872 14 17 4 6 Funds 114,480 17 25 3 8 Non-Funds 229,392 13 15 4 6
Source: EDGAR Form D filings from 2009 to 2014. Amended (Form D/A) filings excluded
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Hedge Fund Private Equity Fund Venture Capital Fund Other Investment Fund Financial Services Real Estate Non-Financial (Operating) 2009-2013 % Offerings with Intermediaries 2014 % Offerings with Intermediaries
Source: EDGAR Form D filings from 2009 to 2014. Amended (Form D/A) filings excluded
0% 1% 2% 3% 4% 5% 6% 7% Hedge Fund Private Equity Fund Venture Capital Fund Other Investment Fund Financial Services Real Estate Non-Financial (Operating) 2009-2013 Avg total fees 2014 Avg total fees