General Solicitation and Bad Actor Guidance from the SEC

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of Regulation D (the “General Solicitation Exemption”) and rules under new Rule 506(d) and (e) of Regulation D to disqualify certain securities offerings involving “bad actors” from reliance on Rule 506 of Regulation D (collectively, “Bad Actor Rules”).

I. General Solicitation Exemption Interpretations -

Switching between exemptions. An issuer who commences a Rule 506 offering prior to September 23, 2013, the effective date of the new Rule 506(c) exemption allowing issuers to conduct a general solicitation subject to certain requirements (the “Effective Date”), must file an amendment to its previously-filed Form D if it wishes to continue that offering after the Effective Date in accordance with Rule 506(c). Converting the offering to a Rule 506(c) offering would constitute a change in the information provided in the previously-filed Form D, requiring the issuer to check the Rule 506(c) box on the recently updated Form D.

Please see full memorandum below for more information.

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