Last week, the updated form to be used by placement agents in connection with private placements that is required to be filed with FINRA pursuant to Rule 5123 became effective. As we had previously blogged, FINRA has amended the filer form in connection with private placements by adding additional questions. In addition, the updated form clarifies requests for information. Many of the additional questions relate to “contingency offerings,” or those using an escrow arrangement. FINRA also has added questions that request clarification regarding the disciplinary history of the issuer, the issuer’s principals, and its affiliates. FINRA also has updated the questions concerning the issuer’s intended use of proceeds—requesting additional information as to whether the issuer will use offering proceeds in connection with related party transactions.
FINRA also has provided a sample of the type of information that FINRA staff will request in connection with examinations of member firms that have a private placement business so that member firms can prepare for these requests.
See Regulatory Notice 12-10 for additional details on the new filer form.
Access the updated filer form here.
FINRA’s sample unregistered offering list request is available here.