In This Presentation:

Starting Place: Registration Required

•All offerings must be registered with the SEC

•Unless, that offering is exempt from Registration

•Doesn’t matter if small private sale or an offering which is immediately listed on the NYSE

Offer vs. Sale

•Offer triggers compliance requirements

•Compliance must happen before selling process starts

Private Offerings = Exempt

•Privately negotiated sales

•Must not involve any general solicitation or general advertising

•Section 4(2)* -the private-offering exemption-“transactions by an issuer not involving any public offering” * Securities Act of 1933(the “Securities Act”)

Requirements under Section 4(2)

The purchasers of the securities must:

•have sufficient knowledgeand experience in finance and business matters to evaluate the risks and merits of the investment (“sophisticated investor”), or be able to bear the economic risk of investment;

•have access to the type of information normally provided in a prospectus; and

•agree not to resellor distribute the securities to the public.