Regulation D Private Placements
Regulation D was first adopted by the Securities and Exchange Commission (“SEC”) in 1982 to facilitate capital raising efforts by small business. The three transaction-based exemptions under Regulation D (Rules 504, 505, and 506) accomplish this goal by providing guidelines that allow companies to raise money through the private offering and sale of securities without having to go through the difficult and expensive registration process with the SEC and states. Issuers raise billions of dollars through Regulation D private offerings each year.
Eric Perkins has advised and assisted entrepreneurs, real estate companies, and other issuers with over $1 billion in Regulation D private placements. Services provided include deal structuring, offering document drafting, negotiation of selling group agreements, drafting escrow agreements in compliance with SEC Rule 15c2-4, electronic SEC Form D filings, state blue sky compliance, secondary transfer issues, advice concerning the Regulation D prohibition on general solicitation and advertising, interpretation and application of the “accredited investor” definition under Rule 501(a), and other general Regulation D compliance issues.
He has experience with the following deal structures:
- Syndicated limited liability companies
- Tenant-in-common (“TIC”) interests
- Delaware statutory trust (“DST”) beneficial interests
- Real estate investment trusts (“REITs”)
- Promissory note units
- Real estate funds
Eric writes and lectures frequently on a variety of Regulation D topics and is an active member of the Editorial Board for the Real Estate Investment Securities Association.
For Sponsors
For corporate issuers and real estate sponsors, Perkins Law, PLLC offers a flat fee package of services for Rule 506 offerings that includes preparation of private offering memoranda, entity formation documents, subscription agreements, managing broker-dealer and selling group agreements, management agreements, blue sky surveys, coordination of SEC and state blue sky notice filings, and ongoing assistance with general securities and corporate compliance issues.
For Real Estate Investors and their Representatives
For accredited investors contemplating an investment in a private placement such as a securitized 1031 tenant-in-common or DST program, Perkins Law, PLLC offers a flat fee package of services to help investors and their representatives understand the legal aspects of the offering program—including a review and analysis of private placement memoranda and governing agreements--and navigate the investment process through closing.
For Securities Professionals and Real Estate Professionals
For securities and real estate professionals, Perkins Law, PLLC can provide ongoing or transaction-specific assistance on Regulation D and related securities compliance issues to help these professionals reduce liability risk and provide value-added service to their clients.
