Mergers & AcquisitionS Support
Advising a company on purchase or sale of a business or assets, or corporate restructuring (including a going-private transaction, divestitures or mergers) and receiving compensation based on execution of the transaction requires registration with the SEC and FINRA as a Broker Dealer. We provide the registered platform, compliance oversight and due diligence for these activities and transactions.
TRANSACTION DUE DILIGENCE & ADVISORY
Raising private capital requires consideration as to whether a Finder's activities and desired compensation structure require the marketer to be registered as a broker-dealer with the SEC and FINRA. We provide a platform where the Finder or marketing employee of the Fund Manager may register and/or take the necessary registration examinations in order to engage in their capital raising activities in a regulatory compliant manner.
Private Offerings Support
The private placement market is an essential source of capital for American business, particularly small firms. We assist with offerings:
- exempt from Rule 504 under Regulation D of the Securities Act for which the aggregate offering price of securities within a 12-month period does not exceed $1,000,000
- exempt from Rule 505 under Section 3(b) of the Act for which the aggregate offering price of securities within a 12-month period does not exceed $5,000,000
- permitted under Rule 505 to an unlimited number of “accredited investors” and up to 35 non-accredited investors
- permitted under Rule 506(c) allowing Issuers to use general solicitation and general advertising to offer their securities to verified Accredited Investors
Issuers are not required to provide specific written information concerning the offering to accredited investors, although issuers must provide specified information to non-accredited investors who engage in such offerings. We provide the analysis, advice and documentation to support the Regulation D offering being made.
FINRA requires a person to register as an Investment Banking Representative and pass a corresponding qualification examination if such person’s activities involve advising on or facilitating:
- debt or equity securities offerings through a private placement or a public offering, including but not limited to origination, underwriting, marketing, structuring, syndication, and pricing of such securities and managing the allocation and stabilization activities of such offerings, or
- mergers and acquisitions, tender offers, financial restructurings, asset sales, divestitures or other corporate reorganizations or business combination transactions, including but not limited to rendering a fairness, solvency or similar opinion.
We will act as the Broker Dealer where we file a Form U4 on your behalf so you can register your license or register to sit for the Series 79 exam. If necessary, we seek any available examination waivers for which you may be eligible.
We track, review and amend, where necessary, all offering materials including Marketing Brochures, Tear Sheets, PPMs, Subscription Documents, Limited Partnership Agreements, Investor Questionnaires, Offering Terms, Offering Memos and Escrow Documents.
The federal securities laws require Form D to be filed by companies that have sold securities without registration under the Securities Act of 1933 in an offering made under Rule 504 or 506. A company must file this notice within 15 days after the first sale of securities in the offering. Where necessary and requested, we will file the Form D and any related amendments with the SEC.
DUE DILIGENCE / SUITABILITY / INVESTOR VETTING
Private Placement offerings must be suitable for investors generally, and the investment must be suitable to the investor to whom it is being recommended. We conduct the necessary due diligence and suitability assessments.
DEAL FILES & DISCLOSURES
We create a complete Deal File of each transaction to include Initial Due Diligence, Potential Investor List, Mandate Engagement Letter; Marketing Materials; Road Show Materials; Road Show Schedule; Offering Memorandum; Term Sheet; AML Documentation; Investor Suitability forms; Subscription Agreement; Legal-Regulator Due Diligence; Form D; Escrow Account and any other necessary documents and records.
AML LAWS, RULES & ORDERS
Section 352 of the USA PATRIOT ACT amended the Bank Secrecy Act to require financial institutions, including broker-dealers, to establish AML programs. We conduct AML vetting of investors and potential investors to include OFAC checks, Customer Identification (CIP) requirements as well as the required annual independent test of the firm’s AML program.
We draft, review and provide contracts necessary to the Registered Person in receiving the correct and appropriate compensation on the deals you bring to the Broker-Dealer platform, including Finder contracts, Fee Agreements, and Partnership Fee splitting agreements to name a few.