Preparing and executing a Regulation D Private Placement Offering through our firm involves several phases of consulting, document drafting, and SEC filing work. The primary phases are discussed below to give potential clients information about how the process works and the relevant timeframes involved:
Transaction Structure and other Offering Variables Consulting
The first phase in developing an offering with our firm is structuring the offering and consulting on key decision items and potential disclosure issues. In this phase we assist the client in developing concise and attractive structure for their private placement offering. Developing proper structure is critical to having a successful capital raise. We will also guide the client through key decision items related to the company and the offering such as:
Equity or debt structures and the proper application for the client’s transaction
Utilization of preferred or common equity
Utilization and advantages of convertible securities
Determining minimum and maximum offering amounts
Discussing the potential of securing investors through a security agreement or liquidation right
Discussing the various exemptions available and the advantages and disadvantages of each
There are a significant number of variables involved in developing proper structure for a private placement offering. We provide our expertise to client’s ensuring they have compelling and concise offering structure. We will also engage in data and content collection from the client in the first phase of our process. We will gather all needed corporate content for drafting the offering documents and assemble all needed exhibits for the PPM including bylaws, operating agreements, financials, etc.
Offering Document Development
Once the transaction structure is in place – we then proceed with phase two; custom drafting the Presentation Grade™ Private Placement Memorandum, investor suitability questionnaire, offering term sheet, and assistance with development of subscription related documentation. All of the offering documents we develop meet the SEC’s highest standard for disclosure – Form 1A. Form 1A is the same level of disclosure used in registered securities offerings and provides our clients with high specification offering documents that exceed Regulation D disclosure rules. The client is responsible for providing certain corporate content needed to complete drafting of the PPM (operations information, manager bios, financials, etc.) and with coordinating any legal reviews necessary regarding internal corporate agreements and the coordination of those agreements with the PPM document.
More information on our Presentation Grade™ PPM documents, including a sample PPM, can be accessed here.
SEC Filing and Execution Support
The next phase in our process is the formation and approval of the client’s SEC EDGAR account and generating the issuance of a CIK number with the SEC. The EDGAR account is the issuer’s account with the SEC and allows the client the capability to transmit their filing to the SEC. Once the EDGAR account is in place and approved we will then guide the client through the development of their Form D securities filing with the SEC. As the client’s offering is being executed and sold – we will support the client with assistance regarding State “Blue Sky” filings and any needed consulting to ensure the offering is successfully completed and in compliance.
Execution of the Offering
Once the offering is ready for market – we provide our clients access to an unparalleled suite of resources including access to over 1,100 FINRA broker-dealer firms, over 250 private equity and private investment firms, 506(c) accredited investor platform referrals, and guidance on 506(c) promotion tactics.
Questions about how we can help your offering? Call us! 303-984-4883
When clients engage our firm – they create a username and password that allows them to access our Online Client Resource Center. The Online Resource Center houses all of our third party 506(c) investor resources, FINRA Broker Dealer firms, Blue Sky State Filing assistance, and guides clients through some of the basic aspects of the offering preparation process. The client begins in the “Process Section” of the Resource Center. This section prepares clients for our first consulting call where we assist in setting transaction structure, key decision items, determining offering data, share/unit pricing, modeling investor returns, etc. This is a critical step and we work very closely with clients to make sure they have developed accurate structure that will be attractive to investors.
Client Responsibilities During the Offering Preparation Process
The Client has two primary responsibilities during our offering preparation process:
1. Providing the needed corporate information and data required to draft the offering documents and assist with SEC filings (history of the company, manager bios, information about the company’s planned operations, financial projections, corporate formation data, operating agreements, etc.). We will provide clients with an itemized list of the data and content needed upon engagement. The Client will be responsible for retaining and coordinating with any legal or tax professionals regarding preparation of the offering, coordination of internal corporate agreements, and other aspects of the process that would require such professional or legal advice.
2. The client will also need to dedicate some time to work with us during the initial stage of the process as we develop relevant transaction structure, transaction pricing and valuation, and decide upon key decision items related to the offering.
We typically have clients ready to engage in execution of the offering within four to six weeks from receipt of the needed corporate information from the client. Some clients who are still developing business content material (operations content, manager bios, projected financials, etc.) may take slightly longer.
Our Services Fee
We charge a services fee of $6,000.00 which includes our extensive consulting, PPM and related offering document preparation, SEC Form D filing preparation, offering execution support, and access to our FINRA broker-dealer referral resources. The fee is paid in two stages: $3,500.00 initially to engage our services with the balance of $2,500.00 paid 30 days net from the date of engaging our services or upon delivery of a final PPM document whichever comes first.