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:
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.
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.
One of the key services we provide clients is offering execution support. This involves the following guidance and support:
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:
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.
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.
Once the private placement offering is ready for execution, we provide our clients access to our proprietary network of FINRA broker-dealers, Broker-Dealer Referral 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.
We also provide our clients expert guidance on tactics that may be employed to source investors for their offering in compliance with applicable regulations.
Offering Preparation and Execution Support Services Fee:
We charge a fee for our Regulation D Offering Preparation and Execution Support service of $8,000.00. 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.
The Offering Preparation Services Fee is paid in two installments: (a) an engagement fee of $5,000.00 paid to retain our services and, (b) the balance of $3,000.00 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.
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, subscription and compliance processes, investor relations application, and offering administration management.
For RDR Offering Preparation Clients: $3,500.00 total fee paid $2,000.00 upon engaging services for the development of a Portal and $1,500.00 due and payable either; (a) immediately upon RDR and Client deeming the Portal development final and prior to RDR upload of website files to the server for launch of the Portal or; (b) 60 days net from engaging RDR for Portal Development Services whichever comes first. Due to the fact that we reserve space on our server for a portal - the Portal Deposit payment is non-refundable.
For Non RDR Offering Preparation Clients: $5,000.00 total fee paid $3,500.00 upon engaging services for the development of a Portal and $1,500.00 due and payable either; (a) immediately upon RDR and Client deeming the Portal development final and prior to RDR upload of website files to the server for launch of the Portal or; (b) 60 days net from engaging Portal Development Services whichever comes first. Note Non-RDR offering preparation clients are required to have a valid offering in place and appropriate SEC filings in place prior to launch of the website. Due to the fact that we reserve space on our server for a portal - the Portal Deposit payment is non-refundable.
Monthly Access Fee: $50 per month access fee (six month minimum commitment). The monthly access fee covers hosting and server-side software required to run the portal.
Annual Renewal Fee: $150.00 annual renewal fee.