Quick Answer
The no-solicitation private placement exemption lets an issuer raise an unlimited dollar amount as a safe harbor under the Securities Act's general private-offering exemption. It bans general solicitation and general advertising entirely, and it must satisfy every purchaser-qualification and general-conditions requirement that applies across Regulation D.
This safe harbor is the one Series 82 candidates encounter most: it has no dollar ceiling at all, unlike the small-offering exemption's $10,000,000 cap, but it trades that unlimited size for a strict ban on public marketing and for the purchaser-counting and qualification rules covered next in this unit.
Why Doesn't This Exemption Have a Dollar Cap?
A transaction that satisfies this safe harbor is deemed not to involve a public offering under the Securities Act's general private-offering exemption, regardless of the dollar amount raised.
What Solicitation Restriction Applies?
An offering under this exemption may not use general solicitation or general advertising to find purchasers, no matter how the offering is otherwise structured.
Exam Tip: Gotchas
- This exemption has no dollar ceiling. The small-offering exemption's $10,000,000 cap does not carry over here.
What Other Conditions Must This Offering Satisfy?
An offering under this exemption must also satisfy:
- The purchaser-counting and purchaser-qualification rules covered in the next two sections of this unit
- The general conditions covered later in this unit: integration, information delivery, the solicitation ban, and resale limits
What Should You Check on Exam Day?
- Confirm there's no dollar limit tested against the no-solicitation private placement exemption; only the small-offering exemption caps the raise at $10,000,000.
- Confirm general solicitation is completely banned, not just limited, under this exemption.
- Remember this exemption still has to satisfy every purchaser-count and purchaser-qualification rule.
- Remember this exemption still has to satisfy every general condition: integration, information delivery, the solicitation ban, and resale limits.