Your Alma Mater As An Asset Class: Regulation A Tier 2 Offerings For University-Affiliated Athletics And NIL Platforms

Key Takeaways

• For university-affiliated athletics platforms in the post-House v. NCAA environment, Regulation A Tier 2 is the federal securities-law framework purpose-built for institutional-scale capital formation from alumni and fans.
• Universities start with what most Reg A issuers spend heavily to build: a large, identifiable, affinity-driven base of alumni and fans who already behave like a committed economic constituency.
• Unlike most private offerings, Tier 2 permits ordinary alumni and fans to participate, subject to per-investor protections.
• Michigan State’s Spartan Ventures structure and the $100 million Williams family investment commitment in Spartan Media Ventures show the model working at single-investor scale. Regulation A Tier 2 is the framework to open the same economics to an entire alumni and fan base.
• Regulation A Tier 2 allows a single, nationwide public offering of up to $75 million every 12 months (and up to $225 million over three years) without separate state-by-state securities registration, making it the only federal exemption sized for an institutional alumni campaign.
• Paired with the Delaware series LLC structure, Regulation A Tier 2 lets a single university-affiliated issuer launch multiple, separately funded offerings — for example, one for sponsorship inventory, another for media rights, another for NIL — each with its own economics, investors, and liability protection.
• Regulation A lets a university-affiliated issuer “test the waters” with its alumni base before incurring the full cost of an SEC-qualified offering. This is a low-risk, near-term first step institutions can take now.

College athletics has entered a distinct capital-formation phase.

The House v. NCAA settlement did not merely add a new revenue sharing expense line to athletic department budgets. It changed the competitive unit. Institutions are now competing through economic ecosystems capable of funding athlete acquisition, roster retention, NIL opportunities, brand infrastructure, commercial partnerships, media and content strategies, and affiliated revenue-generating platforms.

Major universities also possess a capital source most private businesses cannot replicate: large, geographically dispersed alumni and fan bases with deep institutional affinity and a demonstrated willingness to fund athletics. That relationship is beginning to look less like conventional philanthropy and more like financeable institutional demand.

That relationship may become an asset class.

Not the player. Not merely the program. It is the durable commercial relationship between a school, its brand, and the people who care about both.

Michigan State University’s Spartan Ventures structure offers an early and instructive example. On October 31, 2025, the MSU Board of Trustees authorized the President to enter into an affiliation agreement with Spartan Ventures, a new nonprofit, tax-exempt corporation designed to advance, promote, and support MSU Athletics. MSU described the platform as a modernized structure intended to maximize revenue-generating opportunities, support NIL opportunities for student-athletes, create a more focused approach to fundraising, and enhance engagement with donors, corporate partners, fans, and the broader community. Athletic Director J Batt characterized the model as providing private-sector advantages: operational flexibility, a revenue-generation focus, enhanced talent recruitment, and improved donor and corporate-partner engagement.

The scale of the model became clearer shortly afterward. In December 2025, MSU announced a $401 million commitment from Greg and Dawn Williams, including $290 million in support of FOR SPARTA, MSU Athletics’ broader $1 billion capital initiative, $11 million for academic and extracurricular initiatives, and a separate $100 million investment commitment in a for-profit entity to be formed by Spartan Ventures, named Spartan Media Ventures, intended to house the platform’s more commercial operations. The details remain limited, but the direction is clear: university-affiliated athletics platforms are moving toward structures that separate mission alignment, fundraising, NIL support, commercial rights, media, content, sponsorship, hospitality, events, investment capital, and brand monetization into more sophisticated institutional frameworks. Viewed in that light, the $100 million investment is essentially a single-investor, private preview of a much larger idea: if one investor can take a financial stake in the for-profit athletics vehicle, the same economics could be opened to an entire alumni and fan base.

That is the broader market signal. In the post-House environment, direct revenue sharing is only the baseline. It does not address the broader capital requirements associated with NIL support, athlete-related commercial finance, roster retention, media infrastructure, brand development, fan engagement, and new athletics-adjacent business lines. Power-conference institutions and their affiliates will increasingly need larger, more reliable, and more diversified pools of capital to compete.

The central question for athletic directors, general counsel, collectives, affiliated foundations, and commercial rights holders is therefore structural: what capital formation mechanisms can operate at institutional scale while preserving compliance, governance, brand control, and mission alignment?

My answer is Tier 2 of Regulation A.

Tier 2 of Regulation A, an exemption from the securities offering registration requirements of U.S. federal securities law, is the perfect structure to reach what a school like Michigan State already has: a large, emotionally invested, mixed retail-and-accredited investor base. Most Reg A issuers spend heavily to find investors and create trust. A major university athletics platform starts with both. Spartan Ventures illustrates the point. So does every peer institution with a national alumni base, a valuable athletics brand, and a fan community that already behaves like a committed economic constituency.

Tier 2 of Regulation A: Designed to Access an Alumni Base

Regulation A of the Securities Act of 1933 (17 C.F.R. §§ 230.251–230.263) creates a two-tier exemption for public securities offerings. Both tiers permit public-facing offering activity, but they differ materially in offering size, state-law treatment, investor protections, and ongoing reporting obligations.

• Tier 1 permits offerings of up to $20 million in any 12-month period. It may be useful for smaller, localized offerings, but it does not provide the state law registration requirement preemption needed for a national alumni campaign.
• Tier 2 permits offerings of up to $75 million in any 12-month period, preempts state law registration requirements and, subject to compliance with applicable rules and regulations, up to $225 million over three years.

Tier 2 is the relevant framework for a university-affiliated capital raise intended to operate at institutional scale. A serious athletics-related capital initiative is unlikely to be confined to one state. Alumni and fans are geographically dispersed. The investor base is mixed. Many potential participants are not accredited investors, but they may be willing to invest modest amounts in a university-affiliated instrument tied to athletics, media, brand development, NIL infrastructure, commercial rights, or other defined revenue opportunities. Tier 2 is the exemption that most directly matches that profile.

Tier 2 combines three features that are difficult to replicate under other available exemptions:

• impactful offering size
• public solicitation, and
• retail participation.

The $75 million rolling 12-month cap is large enough to fund a meaningful institutional initiative without requiring a full registered IPO. Non-accredited investors may participate, subject to the Tier 2 investment limitation for offerings not listed on a national securities exchange, which generally limits the purchase price to no more than 10% of the greater of annual income or net worth for individuals, or 10% of the greater of revenue or net assets for entity investors.

Advertising

Tier 2 also allows the issuer to communicate with the public in ways that align with how universities actually reach their constituencies. Subject to the applicable offering communication rules, a university-affiliated issuer like Spartan Media Ventures can build a campaign around the channels where alumni and fans already are:

• alumni publications;
• email campaigns;
• athletics websites;
• digital media;
• social platforms;
• game-day environments;
• donor networks; and
• targeted outreach to affinity groups.

Rule 255 also permits an issuer to test the waters before qualification of the offering statement, including before non-public submission or public filing, which means that a university-affiliated issuer can assess demand from its alumni and fan base before committing the full legal, audit, disclosure, marketing, and compliance budget required for a qualified offering. That is particularly valuable where the issuer is testing a new category of athletics-related investment product and needs to measure whether affinity, brand loyalty, and economic participation can translate into securities demand.

Investment Incentives

Tier 2 also permits a university-affiliated issuer to incorporate investor incentives, often described as perks, rewards, or bonus benefits, into the offering structure. For an affinity-driven alumni raise, these incentives may serve an important commercial function. They can reinforce investor engagement, deepen brand participation, and create a more tangible connection between the investment, the institution, and the athletics platform.

For example, Spartan Media Ventures could consider offering, subject to satisfaction of disclosure requirements and applicable rules and regulations, investor benefits such as:

• discounted, priority, or early access to tickets;
• branded merchandise, including apparel, collectibles, stickers, and unique digital content;
• curated fan experiences, such as behind-the-scenes events, athletics-related programming, or special access opportunities;
• access to stadium locations, hospitality areas, donor-style lounges, or other designated event spaces reserved for investors; and
• meet-and-greet opportunities, appearances, panels, or other compliant engagement events involving coaches, former athletes, current student-athletes, or athletics personnel.

The ability to offer these types of benefits is especially valuable in the university athletics context because it opens the door for investors who do not have a pure financial motivation. Alumni and fans often support athletics because of identity, loyalty, tradition, access, and community affiliation. Properly structured investor incentives can convert those non-financial motivations into a more effective capital formation strategy. They can make the offering feel participatory rather than abstract, reduce the friction of investor acquisition, differentiate the offering from a conventional private placement, and create a recurring engagement channel between the issuer and its investor base.

For a platform like Spartan Media Ventures, that matters because the same alumni and fans who may invest in the offering are also potential ticket buyers, donors, subscribers, merchandise purchasers, sponsors, brand advocates, and participants in future offerings. In that sense, perks are not merely promotional features. They can be part of the platform’s broader commercial strategy, deepening affinity, increasing lifetime engagement, and reinforcing the relationship between the athletics brand and the capital base supporting it.

Alternative Offering Structures and Why They Don’t Work

• Regulation Crowdfunding is too small for the core use case. It caps issuer sales at $5 million in any 12-month period and requires the transaction to be conducted through a single registered intermediary’s platform. That may work for a small fan-participation campaign or proof-of-concept raise, but it is undersized for an athletics revenue initiative intended to fund NIL infrastructure, roster retention support, media assets, commercial partnerships, or other institutional-scale projects.
• Rule 506(b) of Regulation D has no dollar cap, but it prohibits general solicitation. That is a fundamental mismatch for an alumni-driven strategy, because the central economic premise is the ability to reach a broad affinity base.
• Rule 506(c) of Regulation D solves the solicitation problem but creates a different one: all purchasers must be accredited investors, and the issuer must take reasonable steps to verify accredited investor status. That excludes the non-accredited alumni and fans who may be central to the model, including the graduate who does not meet the accredited investor thresholds but would readily invest $1,000, $2,500, or $5,000 in a properly structured Spartan-branded instrument.
• Tier 1 of Regulation A is closer in concept, but still not the right fit for an institutional alumni raise. Like Tier 2, Tier 1 permits a public offering and allows participation by non-accredited investors, but it is capped at $20 million in any 12-month period and does not provide the same state blue sky preemption (meaning state-law registration is required) that makes Tier 2 workable for a national alumni and fan campaign.

Illustrative Offering Structures

For the reasons set forth above, Tier 2 of Regulation A emerges as the exemption framework purpose-built for a national institutional alumni capital raise. What remains is the question of structure: how an issuer deploys this framework to build a capital raise that resonates with alumni, delivers investor returns, and advances the athletics enterprise.

Example A: Single Issuer Offering

Picture a taxable subsidiary or affiliated Delaware series LLC, sponsored or controlled by a university-affiliated athletics entity, as the issuer. Tier 2 offering. Target raise of $50 million at a stated pre-money valuation of, say, $200 million for the for-profit subsidiary that holds media rights, sponsorship inventory, licensed-merchandise economics, or other defined commercial rights. Security offered: Class A non-voting preferred units in the issuer, with a 6% cumulative preferred return payable from defined commercial revenues, participation rights above a hurdle, and a redemption window at year seven.

Illustrative use of proceeds:

The distribution advantage for university-affiliated issuers is significant and largely unmatched in the Reg A market. A university such as Michigan State has, conservatively, hundreds of thousands of living alumni. A counsel-reviewed testing-the-waters campaign under Rule 255, sent to the alumni database, promoted on game-day broadcasts, and supported by athletic-department and coach-facing content, can validate demand before the issuer incurs the full cost of qualification (which would be insignificant compared to the equity financing potential).

The single-issuer offering also need not be static. Because the $75 million ceiling applies to any rolling twelve-month period rather than to the life of the offering, the issuer can use a post-qualification amendment, or PQA, to increase the amount being offered as earlier sales age out of the trailing twelve-month window. A PQA is an amendment to the already-qualified offering statement; like the original Form 1-A, it must be qualified by the SEC before the issuer may sell under the revised terms.

For example, assume Spartan Media Ventures raised $15 million between July 1, 2025 and July 31, 2025, and reached the $75 million ceiling by June 30, 2026. Because the $15 million raised in July 2025 falls outside the trailing twelve-month period that begins July 1, 2026, the issuer would, assuming all filing requirements are satisfied and the PQA is qualified, be able to raise up to an additional $15 million between July 1, 2026 and July 31, 2026. At that time, the issuer could also disclose in the PQA that the additional proceeds will be applied to a different use of proceeds than the original raise, in each case subject to SEC qualification.

This represents the conventional approach to a Tier 2 offering and provides a reasonable starting framework for institutions evaluating the model. A more structurally flexible variant that is unique to Tier 2 of Regulation A offers additional advantages that are perfect for the business model we are discussing in this offering: The Tier 2 Regulation A Series LLC Offering.

Example B: The Series LLC Offering

The more interesting version uses a series LLC under 6 Del. C. § 18-215. A Delaware protected series is a ring-fenced cell within a master LLC. Each series may have its own members, manager, assets, business purpose, and, if the statutory conditions are satisfied, its own liability shield. Those conditions include separate records segregating series assets, enabling language in the LLC agreement, and notice of the limitation on inter-series liability in the certificate of formation. Debts of Series A are enforceable only against Series A’s assets, not against Series B or against the master. Delaware’s registered-series construct under 6 Del. C. § 18-218, available since August 1, 2019, adds UCC Article 9 registered-organization status and a Delaware certificate of good standing for each series, for a $75 annual franchise tax per series.

The structure has been used at scale under Tier 2 through alternative-asset platforms. RSE Archive, LLC (Rally Rd.’s collectibles vehicle) is a Delaware series LLC that files one master Form 1-A and adds new series, each holding a single underlying asset such as a 1952 Mantle, a Birkin, or a comic book, by post-qualification amendment, with each amendment qualified by SEC staff before sales of that series open. Each completed series triggers a Form 1-U current report. Secondary trading occurs through PPEX ATS, the SEC- and FINRA-registered alternative trading system operated by North Capital Private Securities, with Dalmore Group as executing broker. Masterworks uses a similar architecture for art vehicles, adding paintings as new series through amendments that identify the specific painting, artist, and purchase agreement. Another entity, Fantex, offered interests in series that were each party to a revenue-sharing agreement with an athlete.

One distinction is worth making explicitly. A university-affiliated issuer has an unusually strong primary market: a large, identifiable, affinity-driven base of alumni and fans who will subscribe to an offering for reasons that extend beyond pure financial return. That same affinity, however, does not by itself create a deep secondary market. Affinity investors tend to buy and hold, which is excellent for raising capital but means holders who later want to exit may find limited liquidity. A credible structure therefore plans for liquidity rather than assuming it, by listing eligible securities for secondary trading on a registered alternative trading system such as PPEX, building issuer redemption or repurchase features into the terms, or setting clear holding-period expectations in the offering documents. Strong primary demand and thin secondary liquidity are not a contradiction; they are two different design problems, and a well-built platform solves both.

This SEC-reviewed architecture is established and SEC staff has experience reviewing it. The question is not whether the framework works, but how it can be adapted, to create a compliant university-affiliated athletics capital structure.

Imagine a Delaware series LLC, sponsored and controlled by a university-affiliated athletics entity, with a master Form 1-A filed and qualified and an affiliated manager as the manager of record. Each new offering is a new protected series, added by post-qualification amendment, sold under Tier 2, with the $75 million annual ceiling allocated across series. Each series offers a security that grants investors an indirect participation in the appreciation in value, or revenue, or other metric, of the assets of that series.

The value of the series approach is not novelty for novelty’s sake. It is that the issuer can match the security, asset base, use of proceeds, investor economics, disclosure package, and alumni marketing thesis to a discrete commercial opportunity. Alumni who care about football facilities may invest in one series. Alumni who care about women’s basketball, athlete brand development, media production, premium hospitality, or licensed merchandise may invest in another. Each series can have its own economic waterfall, investor reporting package, redemption framework, and risk disclosure. The result is a modular capital formation platform: one master issuer, multiple SEC-qualified offerings, and a structure that can scale as new revenue opportunities arise.

That scalability is delivered through the same mechanism that lets a single issuer expand its offering: the post-qualification amendment. After the master Form 1-A is qualified, each additional series is introduced by a PQA that identifies the new series and describes its underlying asset or revenue stream, its economics, its investor return mechanic, and its use of proceeds. As with any PQA, the SEC must qualify the amendment before that series may be sold. The four series above are therefore only a starting point. The issuer can add Series E, F, and beyond as new commercial opportunities arise, allocating each within the $75 million rolling twelve-month ceiling and refreshing available capacity as earlier sales age out of the trailing twelve-month window (in each case subject to SEC qualification of the relevant PQA).

Designing the Economics

The design question is what a university-affiliated for-profit entity like Spartan Media Ventures will sell. The menu is endless, and includes both traditional and novel options (subject to SEC qualification). Many of these securities, particularly those tied to specific revenue streams, business lines, or projects, are well-suited for Series LLC offerings, where each series can issue its own units tied to distinct economics. In either case, the key to offering any of these securities will be accurate and detailed disclosure in offering documents filed with the SEC.

No single structure fits every objective, and the variety of instruments catalogued above reflects that reality. The right security will depend on the revenue streams that a university-affiliated entity like Spartan Ventures or Spartan Media Ventures is prepared to commit to investors, and what governance and operational flexibility it needs to retain. A Series LLC structure allows multiple tranches to coexist without cross-contamination, letting the enterprise pursue a retail audience and a sophisticated investor base simultaneously.

One structuring point deserves emphasis. Several of the revenue-participation and royalty-style interests above could, if designed as purely passive claims on another party’s revenue, implicate the Investment Company Act of 1940, which can treat an entity that holds such interests as an investment company rather than an operating business. The solution is built into how these series are designed: each issuer or series needs to be an operating company. A series that does more than passively collect a revenue share earns its return as service income from an active business, not as a passive return on investment securities. Because that determination turns on economic substance and on how the issuer holds itself out, the operating character of each series should be real and described consistently throughout the offering documents. The Act’s private-fund exclusions are unavailable in a public offering, so it is this operating-company posture that does the work.

The menu is broad by design. The discipline is in choosing deliberately, matching instrument to investor and revenue stream to security so that every offering reflects a coherent strategy rather than an improvised one.

What Comes Next

The next generation of college-sports finance will not be funded solely through donor checks, media contracts, ticket prices, and sponsorships. Some institutions will keep stretching those sources further. Others will ask the sharper question: whether their alumni bases can become regulated, addressable capital pools. Regulation A Tier 2 is one of the few federal securities-law frameworks capable of supporting that model at meaningful scale.

The first credible university-affiliated structure will not be the one that ignores the complexity. It will be the one that solves it. The issuer will be designed correctly. The commercial rights will be documented. The NIL and College Sports Commission issues will be built into the transaction documents.

That is what makes this moment unusual. The demand side already exists. The regulatory architecture already exists. The analogues already exist in art, collectibles, and athlete-linked tracking-stock structures. Every piece is already on the table. What remains is execution, and execution rewards whoever moves first.

So the real question for athletic directors, general counsel, collectives, university-affiliated foundations, sponsors, and boards weighing post-House strategy is no longer where the money comes from, or even whether this market is coming. It is who will build it first, and who will build it correctly. The institutions that treat capital formation as a core competitive function, and begin the structuring, diligence, and testing-the-waters work now, will set the template every other school is later measured against. Those that wait will inherit a model someone else designed.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.