private placement services matrix

Regulation D Resources specializes in providing advisory services for the preparation of Regulation D exempt private placement securities offerings. Since 1999, we have been the industry leader in providing Regulation D private placement offering advisory services and providing resources for capital access through broker-dealers and for Regulation D 506(c) offerings – the development of custom 506(c) investor portals.

Our services matrix spans the entire spectrum of preparation and execution services for a Regulation D private placement securities offering: from defining transaction structure and valuation through development of the Private Placement Memorandum, assistance with related SEC filings, and access to our proprietary database of FINRA broker-dealer resources.

Pre-Offering Transaction Structure and Offering Preparation Consulting

The first phase of developing a private placement offering is defining the structure of the offering transaction. Our consulting spans the entire matrix of Regulation D Offering preparation; from setting initial offering data, company valuation, and transaction structure, through guidance regarding promotion of the Offering. We provide customized guidance to the client on such critical topics as:

  • Choosing an SEC exemption that best fits the client’s needs, maximizes efficiency, and reduces State Blue Sky regulatory issues;
  • Deciding between an equity offering or debt offering, discussion of the advantages and disadvantages of each and the differences between equity investors and debenture investors;
  • Developing concise, attractive transaction structure including pricing the shares or notes and deciding between common, preferred, or convertible preferred equity; Setting the capitalization structure of the company – specifically how many shares of total authorized share/unit capital is appropriate for the client’s current transaction and any future growth;
  • Development of several possible exit strategies; Analysis of the business with a focus on identifying weak areas and providing recommendations to strengthen those areas pre-offering;
  • Setting a minimum offering amount and minimum investment amount;
  • Development of investor return models and valuation techniques;
  • Determining alternative financing that can be utilized in conjunction with the private capital to produce the most cost effective capitalization plan possible;
  • Guidance regarding possible marketing tactics and resources and the priority in which the client should utilize these tactics and resources;
  • Assistance with State Blue Sky filings;

Structuring your offering properly is a critical aspect of raising capital from investors successfully. Put our extensive knowledge and experience to work for your company and ensure you have concise and compelling structure for your capital raise.

Presentation Grade Private Placement Offering Document Preparation

Regulation D Resources has earned a stellar reputation in the industry for developing high specification Regulation D offering documents that meet the SEC’s strict “Form 1A” specification. Form 1A is the same standard of disclosure as mandated in registered type offerings and provides our clients with offering documents of unparalleled quality.

Developing a PPM to Form 1A requires more effort, but it ensures our clients are providing full disclosure to their investors through a high grade prospectus. Further, the Form 1A standard is the same standard the compliance officers at broker-dealer firms will require to approve a transaction for sale through their firm. Thus, our clients are well prepared for accessing FINRA broker-dealer firms for the potential retailing of their offering to that firm’s investor clients.

Each PPM is also developed to our Presentation Grade™ standard which provides an ultra high specification “Tier 1” level prospectus package with fully customized graphics and content that is specific to the client’s business and industry and far exceeds “text only” PPM documents.

We provide assistance in the development of the following offering document deliverables including:

  • Presentation Grade™ Private Placement Memorandum (“PPM”): The PPM is the disclosure prospectus which provides full disclosure to investors prior to investing. Every PPM we prepare is custom drafted to the highest SEC standard – “Form 1A”. This ensures our clients have a disclosure document that meets the highest SEC specification for disclosure level and format. Our expert staff works directly with the Client to ensure all aspects of the PPM document meet or exceed SEC standards. This includes; modification of risk disclosure to meet the specific needs of the Client’s industry and transaction; review and modification of corporate content to ensure full disclosure and proper context; review and modification of transaction structure and related data; and guidance on needed exhibits like financial statements, operating agreements, contracts, etc.
  • Subscription Documentation: RDR provides assistance with the development of the necessary subscription documentation which serves as the sales contract for selling the securities (stock, LLC membership units, notes, bonds, etc.) to the investors;
  • Term Sheet: a summarized version of the offering terms used for certain initial contact and interaction with investors;
  • Investor Suitability Questionnaire: The investor suitability questionnaire provides you with certain critical information about the investors financial wherewithal and status as an accredited or non-accredited investor;
  • Bond or Note Agreement: RDR provides clients assistance with drafting of a bond or note agreement that, in debt offerings, serves as the debenture agreement between the investor and the company.

Offering Execution Support — SEC Filings, 506(c) Advertising Compliance, and State Filings

One of the key services we provide clients is offering execution support. This involves the following guidance and support:

State and Federal Securities Filings

Private placement offerings are subject to filing requirements at the State and Federal level. We provide critical support to our clients to ensure they have accurate securities filings at the State and Federal level. Our services include:

  • U2 Filing Review: this filing is utilized at the State level
  • Form ID EDGAR Access Filing Review: EDGAR is the system used by the SEC to transmit and manage your SEC filing. We review your Form ID EDGAR access filing for accuracy ensuring your EDGAR account is properly created with the SEC.
  • Form D Federal Filing: Utilized with the SEC to ensure all sales are in compliance with SEC filing guidelines. We provide review and development services for this filing as part of our services matrix.

We also guide clients through creation of an EDGAR Account which is the delivery method of the filing to the SEC. Our compliance support is provided through full completion and close of the offering to ensure the client is properly supported through the entire offering process.

506(c) Advertising Compliance

With the advent of Regulation D 506(c) and the capability to advertise to accredited investors – our compliance support also extends to providing appropriate SEC mandated legend language for 506(c) solicitations and general advertising. Further, we can also assist the client in understanding the proper deployment of corporate website and other corporate assets for use in promotion of the offering, electronic access to offering documents, and investor relations.

Capital Access Resources: Conduit Broker-Dealer Relationships, FINRA Broker Dealer Community, and Private Equity and Investor Resources

Once the private placement offering is ready for execution, we provide our clients access to our proprietary network of FINRA broker-dealers, conduit Broker-Dealer Relationships, private equity resources, and referrals to 506(c) based investor platforms. These resources and potential distribution channels ensure maximum exposure for the client’s Regulation D 506(c) securities offering and provide significant access to service providers in the capital markets.

Our offering distribution network and investor promotion resources include:

  • Access to our private equity community with over 250 private investment groups and private equity firms
  • Access to RDR’s exclusive conduit broker-dealer partnerships
  • Access to our FINRA broker dealer community with over 1,100 Tier 2 and Tier 3 FINRA broker-dealer firms that sell private placement offerings to investors
  • Access to RDR’s partnerships with “Platform” broker-dealers who manage 506(c) platforms for retail clients to view and invest into 506(c) offerings

We also provide our clients expert guidance on tactics that may be employed to source investors for their offering in compliance with applicable regulations.

Service Fee Schedule

Offering Preparation and Execution Support Services Fee: We charge a fee for our Regulation D Offering Preparation and Execution Support service of $6,000.00. This fee covers our entire offering preparation and execution services matrix including offering preparation guidance and structuring, offering document preparation, SEC filing preparation and filing support, on-going SEC filing support for filing updates and amendments, access to our non-conduit FINRA broker-dealer community and other offering promotion resources.

Payment Schedule: The Offering Preparation Services Fee is paid in two installments: (a) an engagement fee of $3,500.00 paid to retain our services and, (b) the balance of $2,500.00 is due, payable, and processed 30 days from the date the Client engages our firm or upon delivery of a final PPM document whichever comes first.

See Services Agreement.

Custom Investor Portal Website Services Fee: Service includes custom development, launch and support for a Regulation D Resources Investor Portal Website. Fee includes website build, training, and one year of technical support. The website includes a custom HTML5 front end offering promotion website with our proprietary compliance and investor relations backend for regulated registration for PPM access, investor management, accredited investor verification, and investor relations application.

Payment Schedule: For RDR Offering Preparation Clients: (a) $1,500 payment processed immediately to retain services and begin development and; (b) balance of $1,500 due upon build completion and file delivery readiness. Hosting, domain and PPM flipbook fees not included.

For Non RDR Offering Preparation Clients: (a) $2,000 payment processed immediately to retain services and begin development and; (b) balance of $2,000 due upon build completion and file delivery readiness. Hosting, domain and PPM flipbook fees not included.

See Portal Website Services Agreement.