Vintage Capital Markets division well prepared to take growth stage companies through new regulatory process
NEW YORK, JUNE 29, 2015 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that the company has successfully filed two of the first five draft EDGAR filings for clients under the Securities and Exchange Commission’s (SEC) new Regulation A+ ruling.
The new rule, which went in effect on June 19, 2015, revives the promise of The JOBS Act’s 2012 Regulation A by increasing the offering cap and streamlining the involvement of state securities regulators. Under “Reg A+” companies can now raise up to $50 million per year from investors, either individual or institutional.
There are two tiers to the new SEC regulation:
- Tier 1 for offerings of securities of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer;
- Tier 2 for offerings of securities of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.
“The Tier 2 Regulation A+ offering can be considered a ‘mini-IPO’ because it allows emerging growth companies to raise capital with less costly financial and time-consuming requirements than a traditional S-1 registration commonly filed for an IPO,” said Gordon Ruckdeschel, Vice President of Operations at Vintage.
“This will be a less burdensome workflow for small and micro-cap companies to go public. However, like any IPO, it needs legal and regulatory expertise. Although it is a streamlined process compared to a traditional S-1 registration, the SEC published 453 pages of Regulation A+ rules… so it is ‘at par’ with the seriousness of an S-1 registration,” Ruckdeschel stated. Regulation A+ is still the sale of securities in your company and as such, we trained and created an internal team to work the intricacies of these unique filings.”
The table below compares a company offering under new Regulation A+ with a company registration on Form S-1.
|Description||Form Type for
Reg A+ Offering
|Form Type for “Traditional”
|Non-public Draft Offering/Registration Statement||DOS||DRS|
|Amendment to Draft Offering/Registration Statement||DOS/A||DRS/A|
|Correspondence for Draft offering/Registration Statement||DOSLTR||DRSLTR|
|Public Offering/Registration Statement||1-A||S-1|
|Pre-effective amendment to Public Offering/Registration Statement||1-A/A||S-1/A|
|Post-effective amendment||1-A POS||POS AM|
|Offering/Registration Withdrawal – amendment||1-A-W/A||[not applicable]|
|Preliminary or Final Offering Statement/Prospectus||253G1, 253G2, 253G3, 253G4||424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8|
|Current report amendment||1-U/A||8-K/A|
|Quarterly report (for registered companies) / Semiannual (for Reg A+ companies)||1-SA||10-Q|
|Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) amendment||1-SA/A||10-Q/A|
|Annual report amendment||1-K/A||10-K/A|
|Exit Report (for Reg A+) / Deregistration (for registered companies)||1-Z||15-12B/15-12G/15-15D|
|Exit Report (for Reg A+) / Deregistration (for registered companies) – amendment||1-Z/A||15-12B/A/15-12G/A/15-15D/A|
|Withdrawal of Exit Report (for Reg A+ only)||1-Z-W||[not applicable]|
|Withdrawal of Exit Report (for Reg A+ only) – amendment||1-Z-W/A||[not applicable]|
Note that this chart is a very simplified example as Reg A+ can be complex. For example, REITs and Canadian companies may offer securities under the new Reg A+ as well.
To help smaller companies understand the regulation, the SEC offers “Amendments to Regulation A: a Small Entity Compliance Guide:” https://www.sec.gov/info/smallbus/secg/regulation-a-amendments-secg.shtml
To keep up-to-date on Vintage’s continued growth, please follow Vintage in LinkedIn: https://www.linkedin.com/company/vintage-filings-llc
Please visit Vintage today for more information: www.thevintagegroup.com
Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.
Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com
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Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage