The Division of Economic Research released an updated study regarding capital raised in the United States through unregistered offerings.
The study notes that in 2014 more than $2 trillion in proceeds were raised through exempt offerings, largely through offerings made in reliance on Regulation D. The information was collected principally from Form D filings. Although in reporting data, the study looks at amounts raised in offerings made in reliance on Regulation D, Rule 144A, Regulation S, Regulation A and Section 4(a)(2). By contrast, in 2014, $1.35 trillion was raised in SEC-registered offerings.
In 2014, based on these filings, there were 33,429 Regulation D offerings. Foreign issuers accounted for 20% of the total amount raised during 2014 and came principally from Canada, Cayman Islands and Israel. This information is, in our experience, quite incomplete. Most non-U.S.-domiciled issuers access the U.S. institutional investor market through cross-border debt placements and these are made in reliance on Section 4(a)(2). These transactions, which are often referred to as “insurance private placements” or “cross-border privates” are substantial.
The study notes that since September 2013 (effectiveness date), the amounts raised in reliance on 506(c) offerings through 2014 was only 2% of the total amount cited above, or $33 billion
The study contains many useful charts segmenting data and findings. It can be accessed here: https://www.sec.gov/dera/staff-papers/white-papers/unregistered-offering10-2015.pdf.