Blue Sky Filing Cover Letter
(Rule 506 Offering)

Summary

This form Blue Sky Filing Cover Letter is intended to be used as a template for issuers making a hard copy National Securities Markets Improvements Act of 1996 (NSMIA) notice filing with state securities regulators in connection with a Rule 506 securities offering. While NSMIA preempts state securities laws, known as Blue Sky laws, for Rule 506 offerings, state regulators may still set forth notice filing requirements and collect fees with respect to such offerings. This form includes practical guidance and drafting notes. Along with this form cover letter, a copy of the completed Form D should also be filed electronically with the U.S. Securities and Exchange Commission. For more information regarding Blue Sky laws and Rule 506, see Blue Sky Laws Application to Offerings after NSMIA and Regulation D Offerings. For more information on private placements, see Private Placements Resource Kit.