Once the transaction structure is determined, we custom draft a Tier 1 Grade private placement, including PPM, investor suitability questionnaire, term sheet, subscription agreement, and other documents. All our offering documents meet the SEC’s highest standard for disclosure for private placements, which is Form 1A, the same disclosure used in Tier 1 Regulation A+ offerings (under $20,000,000). These offering documents exceed the usual Regulation D disclosure requirements.
Clients are responsible for any content needed to draft the PPM such as operations information, manager bios, and financials. Clients are responsible for legal review.
We assist in the formation and approval of your SEC EDGAR account and in the issuance of your CIK number with the SEC.
After the EDGAR information is filed, we draft and file a Form D with the SEC. While the offering is being executed we make the necessary state filings. We provide access to a suite of seed capital resources including 1,100 FINRA broker-dealer firms, over 250 private equity and private investment firms, and a number of 506(c accredited investor platforms.
State and Federal Securities Filings
Private placement offerings are subject to filing requirements 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: This ensures sales are in compliance with SEC filing guidelines. We provide review and development services for this filing. Our compliance support includes appropriate SEC mandated legend language for 506(c solicitations and general advertising.
We charge $3,500.00 which includes start-to-finish consulting, PPM and related offering document preparation, SEC Form D filing, state filings, access to our FINRA broker-dealer referral resources, verification letter, and marketing assistance. Clients typically start their offering four to five weeks from our receipt of the needed information. Clients who are still developing business content may need to wait a little longer.
The fee is paid in two stages: $2,000.00 to engage our services and the balance of $1,500.00 paid upon delivery of a final PPM document. Our standard offering preparation and execution support service includes offering structuring, development of a PPM, SEC filing, state filings, access to our broker-dealer community, and marketing advice.
We have been doing this since 2011..