Services Summary

Regulation D Resources specializes in the preparation of Regulation D exempt securities offerings.

The services matrix spans the entire spectrum of development of a Regulation D securities offering: from structure and valuation through development of the private placement memorandum and SEC filings.

Our services are described below in the following three main sections: Consulting, Document Deliverables, and Investor / Broker Dealer Resources;

Consulting:

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 or preferred equity shares
• 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

Document Deliverables:

• 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: the subscription document serves as the sales contract for selling the securities (stock, LLC membership units, notes, bonds, etc.) to the investors;
• U2 Filing: this filing is utilized at the State level
• Form D Federal Filing: Utilized with the SEC to ensure all sales are in compliance with SEC filing guidelines. We also guide clients through creation of an EDGAR Account which is the delivery method of the filing to the SEC.

Accredited Investor, Private Investment Group and FINRA Broker Dealer Resources:

Once the client offering is fully developed and ready for market we provide the client with access to a substantial amount of investor and broker dealer resources to ensure maximum exposure for the client's securities offering. These resources include:

• Access to over 400 private investment groups and private equity firms

• Access to accredited investor resources
• Access to the "crown jewel" of our resources - our FINRA broker dealer community with over 300 FINRA brokers that sell private placements to investors

The hallmark of our service is the investment banking and offering preparation consulting that we provide. Clients are assigned to a principal within our company providing one point of contact and ensuring that the client receives the very best personalized guidance and expertise.

Regulation D Resources provides the four fundamentals needed to raise debt or equity capital from investors properly and effectively. Our service provides these key necessities for raising capital from investors:

• The Proper Method for Soliciting Investors: a Regulation D Offering allows your company to raise funding from investors in compliance with State and Federal regulations. The Regulation D Offering provides your company with the proper exemption at the State and Federal level to sell stock, membership units, or debt instruments (bonds or notes) to investors. It is crucial that private companies raise capital from investors using the appropriate methods.

• Proper Transaction Structure: we are experts in structuring private equity and debt investment transactions. We know from experience how a specific deal should be structured and priced in order to be deemed attractive by investors. Our principals know from experience what investors are seeking in relation to anticipated return on investment for specific industries and deal types. Since we are immersed in the capital markets on a daily basis we can ensure our clients have transaction structure that is attractive, compelling, and meets investor expectations.
• Investment Documentation: raising capital from investors, debt or equity, of any amount requires very specific documentation that far surpasses what a business plan provides. It is imperative that a company seeking capital from investors have in place a Private Placement Memorandum, a Subscription Agreement, and in debt offerings a Promissory Note Agreement. Raising capital without these documents is nearly impossible - they are a necessity. Our service provides for the preparation of all needed offering documents and SEC filings. Click Here for specific information on the offering documents we provide.

• Targeted Marketing Resources and Tactics: once you have the practical capability to raise capital from investors - the next step is accessing potential investors for your company. We offer five main forms of resources:

  1. Access to over 300 FINRA broker dealers that sell Regulation D Offerings to investors
  2. Access to Internet resources that specialize in marketing offerings to investors via the Internet
  3. Guidance on creating a direct marketing campaign designed to give your offering maximum exposure to interested investors
  4. Direct access to over 400 private investment groups
  5. Access to accredited investor communities and databases

The Offering Preparation Process

We assist clients in preparing a Regulation D Offering through the use of an Online Client Resource Center, integrated one-on-one consulting, and our document drafting services.

Online Resource Center

When clients subscribe to our services - they are provided a username and password that allows them to access our Online Client Resource Center. The Online Resource Center houses all of our investor resources, Blue Sky State assistance, and guides clients through some of the basic aspects of the offering preparation process. Use the gray sub-menu at the top of this page to find detailed information on the contents of the Online Resource Center.

The client begins in the "Process Section" of the Resource Center with Step One: creating the transaction structure and offering data. This section prepares clients for our first consulting call where we assist in setting share 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.

Document Drafting

Once the transaction structure is in place - we then custom draft the Private Placement Memorandum, Subscription documentation and SEC filings. All of the PPM's we develop meet the SEC's highest standard for Reg D disclosure - Form 1A. The client is responsible for providing the corporate content needed to complete drafting of the PPM (operations information, manager bios, financials, etc.)

The Online Client Resource Center also houses all of our marketing and investor resources. When the client's offering has been fully prepared they can begin interacting with investor and broker dealer resources through the Marketing Section of the resource center.

Consulting

We provide expert one-on-one consulting through the entire offering process. Each client is assigned to a principal in Regulation D Resources for support. This close relationship between the client and our company ensures the development of a professional, accurate and effective offering. Access to consulting is available via telephone during business hours (Monday through Friday 9am-5pm EST) and via e-mail during business hours, after-hours and weekends.

Timeframes

We typically have clients ready for market within 2-3 weeks. Some clients who are still developing business content material (operations content, manager bios, projected financials, etc.) may take slightly longer.

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 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.

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 & valuation, and decide upon key decision items related to the offering.

Our Services Fee:

We charge a flat services fee of $3,000.00 which includes our extensive consulting, PPM and subscription document preparation, SEC Form D filing preparation, and access to our investor resources. The fee is paid in two stages: $1,980.00 initially to retain our services with the balance of $1,020.00 paid 30 days net. We do not charge any additional fees for preparing a Regulation D Offering.

How Do I Get Started?

Simply click here to create your account with our company, pay the retainer fee to access the service, and begin preparing your offering.