private placement services matrix

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 and client's counsel on such critical topics as:

• Choosing an SEC exemption that best fits the client’s needs, maximizes efficiency;
• 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; 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;

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.

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

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 Federal level. Our services include:

• 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.