A new Form D is now effective and must be utilized by private fund managers in making future filings and amendments. Changes to this form were needed as a result of recent changes to the Regulation D private placement safe harbor, including (1) a new set of procedures for issuers to follow in conducting certain general solicitation activities within a private placement safe harbor and (2) the imposition of certain “bad actor” disqualifications that now apply to all Regulation D offerings.
Private fund managers not conducting a “general solicitation” will need to check a box marked “Rule 506(b)” (as opposed to “Rule 506”) and — by signing the Form D — to certify that the issuing fund is not subject to any “bad actor” disqualification.
Click here for an overview of Form D, as well as a discussion of the new changes to Form D and the next steps for private fund managers.