Investor Education

INVESTOR EDUCATION & DISCLOSURES

 

 

This Investor Notice is intended to provide you with important information about investing through online portals and the fees they charge.

 

Before investing, you should carefully review and understand this information.

 

 

 

This document is intended to help explain:

 

  • What we do, and how we do it
  • The process for becoming an issuer or a member buying securities through an online portal
  • The risks associated with investing in the securities sold through an online portal
  • Our relationship with the Issuers, the Funding Portal, the Broker/Dealers and information about the compensation we receive from our clients

 

WHAT YOU SHOULD CONSIDER FIRST

 

Investing in the companies that are offered on a portal site is very different than investing in the public stock market. The companies on Portal Sites are likely to be small, with limited or no track records, unproven business models, little profits or even revenue, and often managed by individuals with limited experience managing successful businesses.

 

With all those caveats, and even in view of the risks, we believe that the companies we work with will offer you excellent opportunities, both to make money  and to invest in things you  know and  care about.  But what we believe doesn’t matter. The first thing for you to consider, before you go further, is whether it is appropriate for you to invest in any of these companies based on your own personal circumstances.

 

Among the questions you should ask yourself are:

  • Can I afford to lose all the money I invest?
  • Do I understand the company I am thinking about investing in? Do I understand its product or service? Am I personally familiar with that market?
  • Do I understand the business the company is conducting? Do I understand how the company can make money?
  • Do I understand the Security I’m buying?
  • Do I trust the owners and managers of the company?
  • Do I understand the documents I’m being asked to sign?
  • Have I asked my advisors for help evaluating the investment?
  • If I lose all or part of my money, will I be okay psychologically? Will I get depressed?

Only if you can truthfully answer all those questions, should you invest.

 

DEFINITIONS

Rule 506(c) of Regulation D

Section 201(a) of the JOBS Act requires the SEC to eliminate the prohibition on using general solicitation under Rule 506(c) where all purchasers of the securities are accredited investors and the issuer takes reasonable steps to verify that the purchasers are accredited investors.

To implement Section 201(a), the SEC adopted paragraph (c) of Rule 506. Under Rule 506(c), issuers can offer securities through means of general solicitation, provided that:

all purchasers in the offering are accredited investors,

the Issuer takes reasonable steps to verify their accredited investor status, and certain other conditions in Regulation D are satisfied.
An “accredited investor” includes a natural person who: earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).

An “accredited investor” may also be an entity such as a bank, partnership, corporation, nonprofit or trust, when the entity satisfies certain criteria. The full definition of “accredited investor” is available hereThe JOBS Act requires that issuers wishing to engage in general solicitation take “reasonable steps” to verify the accredited investor status of purchasers. Rule 506(c) sets forth a principles-based method of verification which requires an objective determination by the issuer (or those acting on its behalf) as to whether the steps taken are “reasonable” in the context of the particular facts and circumstances of each purchaser and transaction. Among the factors that an issuer should consider under this principles-based method are:

the nature of the purchaser and the type of accredited investor that the purchaser claims to be;

the amount and type of information that the issuer has about the purchaser; and

the nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering, and the terms of the offering, such as a minimum investment amount.

In addition to this flexible, principles-based method, Rule 506(c) includes a non-exclusive list of verification methods that issuers may use, but are not required to use, when seeking greater certainty that they satisfy the verification requirement with respect to natural person purchasers. This non-exclusive list of verification methods consists of:

verification based on income, by reviewing copies of any Internal Revenue Service form that reports income, such as Form W-2, Form 1099, Schedule K-1 of Form 1065, and a filed Form 1040;

verification on net worth, by reviewing specific types of documentation dated within the prior three months, such as bank statements, brokerage statements, certificates of deposit, tax assessments and a credit report from at least one of the nationwide consumer reporting agencies, and obtaining a written representation from the investor;

a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant stating that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the last three months and has determined that such purchaser is an accredited investor; and

a method for verifying the accredited investor status of persons who had invested in the issuer’s Rule 506(b) offering as an accredited investor before September 23, 2013 and remain investors of the issuer.

Rule 506(b) remains unchanged following the adoption of Rule 506(c) and continues to be available for issuers that wish to conduct a Rule 506 offering without the use of general solicitation or that do not wish to limit sales of securities in the offering to accredited investors.

 

 These definitions also may apply:

 

Site – A site located on the internet

 

Platform – Another word used to refer to an Internet site.

 

Issuer – A company trying to raise money from investors on a Portal Site, by selling its  Securities.

 

Security – A share of stock, a promissory note, a bond, or any other instrument offered by an Issuer on a Portal Site.

 

Funding Portal – A term used to describe Internet sites that are allowed to offer and sell Securities under Title III. We are not a Funding Portal.

 

SEC – The U.S. Securities and Exchange Commission. The website:    www.sec.gov.

 

FINRA –  The  Financial  Industry  Regulatory  Authority.  The  website:  www.finra.org.

 

About Us

 We are not a “Funding Portal.”   We are not registered with the SEC or with FINRA to act as a financial intermediary in Securities that are offered and sold under the JOBS ACT.

We are not a registered broker-dealer.

Think of us as a company that helps structure real estate projects and promotes the them by bringing together sponsors and investors.  As such, we do not guarantee any particular outcome and are not responsible for what happens to your investment – all investments are undertaken at your own risk.  We also do not guarantee the accuracy of the information you receive from issuers. Our job is to consultant issuers and help ensure that transactions between investors and issuers are “best in class” and meet high standards.

 

What We Do:  (watch video)

  1. Select which Issuers we want to work with
  2. Help identify and select projects for our Sponsors
  3. Help Sponsors with Financial Modeling and Pricing
  4. Site visits
  5. Architectural Plan Reviews
  6. Construction Cost reviews
  7. General Contractor recommendations
  8. Subcontractor recommendations
  9. Broker/Dealer recomendations
  10. Senior lender recommendations
  11. Co-Sponsor recomendations
  12. Develope Pitch Decks
  13. Underwriting and Stress Testing Projects
  14. Help Sponsors set up a “SPV” as the Issuer
  15. Help Sponsors develope terms for a Regulation D 506c Private Placement Memorandum
  16. Submit investment documents to Broker/Dealer for FINRA registration
  17. Develope Term Sheets
  18. Developing Mortgage and Note Terms
  19. Develope Indenture Terms and Agreements
  20. Select Portal Placement and Management (if applicable)
  21. Post and Manage Private Offering on Funding Portals
  22. Conduct our own due diligence
  23. Project Marketing/Branding
  24. Investor Sourcing and Marketing
  25. Arrange due diligence and investor meetings
  26. Coordinating due diligence for others
  27. Foster bank relationships and negotiate bank financing and term sheets
  28. Develope terms of Operating Agreements
  29. Develope Terms of (Investor/Developer) Construction Agreements
  30. Developing Terms of (Investor/Developer) Property Management Agreements
  31. Coordinating the Closing
  32. Transaction Management and Coordination of Funds Disbursement
  33. SPV Administration- Calculations and Reporting
  34. Investor Relations
  35. Asset Management
  36. Co-invest in projects
  37. Provide communication channels between investors and the Issuer, to ask questions and exchange information

 

What We Don’t Do

  1. Offer investment advice or recommendations
  2. Guarantee any particular investment  outcome with Issuers

 Issuers pay us flat fees and commissions based on a successful closing, or in other ways.  They might also pay us for specified services we provide to them, and reimburse us for expenses we incur on their behalf.  For each offering you invest in, the Issuer will disclose our compensation.  In some cases, an Issuer might pay us in whole or in part with profits from the project.

After an offering is completed, we may or may not have an ongoing relationship with the Issuer. The Issuer may decide to use services provided by us (and pay compensation to) entities affiliated with us.

 

HOW WE SCREEN AND DON’T SCREEN ISSUERS

 We:

  • Have a “reasonable basis” for believing that every Issuer we work with is eligible to offer its Securities on a Registered Portal, and is complying with Title II or Title III of the JOBS Act. We might perform our own due diligence, but we are generally allowed to rely on the representations of the Issuer.
  • Have a “reasonable basis” for believing that every Issuer we work with has established means to provide accurate records of the holders (owners) of its Securities. Again, we might perform our own due diligence, but we are generally allowed to rely on the representations of the Issuer.
  • Will not work with Issuers if:
  • We have a “reasonable basis” for believing that an Issuer or any of its officers, directors, or beneficial owner of 20% or more of its outstanding voting securities is subject to disqualification under the rules “Disqualification of Issuers”

 

We do not conclude that the issuers we work with represent good investments for investors.  You have to make those decisions on your own.

 

Risks Associated with Preferred Equity and Dequity Securities

 

SUBORDINATION TO RIGHTS OF OTHER LENDERS: Typically, when you buy a participation in a junior note, or invest in preferred equity on a Platform, you will have a higher priority than holders   of  the  common equity  securities in the company, however you will have a lower priority than some other senior lenders, like banks.  In the event of bankruptcy, they would have the right to be paid first,  up to the value of the assets in which they have security interests, while you would only be paid from the excess, if  any.

 

LACK OF SECURITY: Sometimes when you buy a security on a Platform, it will be secured by property, like an interest in real estate or equity. Other times it will not.

 

ISSUERS TYPICALLY WILL NOT HAVE THIRD PARTY CREDIT RATINGS: Credit rating agencies, notably Moody’s  and  Standard  &  Poor’s,  assign  credit  ratings  to  debt  issuers.  These  ratings  are  intended  to  help  investors  gauge  the  ability  of  the  issuer  to  repay  the  loan.    Companies on  a Crowdfunding  Platform generally will not be rated by either Moody’s or Standard & Poor’s, leaving investors with no objective measure by which to judge the company’s creditworthiness.

 

INTEREST RATE OR PROFITS MIGHT NOT ADEQUATELY COMPENSATE YOU FOR RISK LEVEL:    Theoretically, the interest rate or profit paid by a company should compensate the investor for the level of risk the investor is  assuming. That’s why consumers generally pay one interest rate, large corporations pay a lower interest rate, and the Federal government (which can print money if necessary) pays the lowest rate of all.  However, the chances are very high that when you lend money or invest in a company on a crowdfunding platform, the interest rate or profit may not compensate you for the level of risk.