Reg D contains the current set of SEC rules governing exemptions for private offerings (see Rule 506)
- Reqs: (1) No general solicitation and (2) need accredited investors (can have up to 35 non-accredited)
- If individual, must have:
- -at least $1 mil net worth alone or with spouse OR
- -individual income in excess of $200,000 in each of the two most recent years or joint income above $300,000 for two years AND reasonable expectation of reaching the same income level in the current year.
If entity: pretty much need $5mil + in assets
If you have any Non-accredited investors, you're still required to make greater disclosure and need to have a purchaser representative.-->This heightened disclosure makes them not worth it, so PE funds generally don't take advantage of this.