Warner Norcross + Judd LLP represented a charitable organization certified as a Community Development Financial Institution (CDFI) in a national offering of debt securities in reliance on the federal exemption from registration under SEC Regulation D, Rule 506(c). This work included all aspects of the offering, including preparation and periodic update of an offering memorandum, subscription agreement and other sales materials. In some states, a Form D was filed to allow the offering to be conducted in that state under Regulation D. In other states, the offering was conducted in reliance on securities, agent and issuer exemptions from registration available exclusively for charitable organizations, thereby avoiding the filing of Form D and the payment of related state filing fees. The use of Rule 506(c) allows for general solicitation, but some states add their own limitations and requirements with respect to those advertisements. Knowledge of the state law requirements to qualify for exemptions available for charitable organizations in each of states, the District of Columbia and the U.S. territories was essential to minimizing state filing fees and related state securities law compliance issues that are unique to charitable organizations conducting securities offerings under the SEC’s Regulation D.
Experience
