1. Advising on securities rules and regulations.
Our securities services begin with a discussion on the appropriate securities exemption for the client’s money raising purposes. We help you figure out which is best. Once selected, we provided guidance on maintaining compliance with rules the sponsor needs to follow under the selected exemption. This may include having to make certain disclosures to investors, limitations on types of investors you may invite to invest in your offering, and limitations on solicitations and advertising of your offering.
2. Entity Formation and Deal Structuring.
There is an unlimited combination of possible syndication structures. We’ve helped our clients raise funds for offerings related to a wide variety of industries, including commercial and multifamily real estate, distilleries, RV and mobile home parks, olive groves, self-storage businesses, and even minor league hockey teams. Truly, the only limit to private money raising is the sponsor’s imagination. For this reason, the second step of our securities services is to tailor the offering to the clients’ deal. This entails a process entitled the deal structure questionnaire. During this process, Trowbridge Nieh’s syndication attorneys help bring a deal sponsor’s imagination to reality. We advise clients as to what entities they require, how those entities should be structured, where those entities should be registered, and determine the necessary documentation to bring the offering to market – all carefully tailored to maintain compliance with securities rules and regulations. Our support staff will form the necessary entities and assist in assigning a registered agent.
3. Drafting of Offering Package.
After the deal structure questionnaire, our attorneys will begin drafting the offering package. A basic offering package will typically include a private placement memorandum (PPM), operating agreement(s), and a subscription agreement. A PPM is, essentially, the story of the deal. It tells a prospective investor everything that a reasonably prudent investor would want to know about the offering to make an informed decision whether to invest in the offering. The operating agreement is the document which governs how the entity will operate. The subscription agreement is a contract an investor must sign and return to the sponsor to commit to investing in the sponsors’ offering. Our attorneys will also review client marketing materials, such as a business plan or executive summary.
4. Filing Federal and States Securities Notices.
When a sponsor starts raising money, they are required to inform the Securities Exchange Commission by timely filing a Form D. Additionally, they are required to provide notice to any state they have raised money within. We take care of these formalities on behalf of our clients.
5. Six Months of Ongoing Legal Support
Trowbridge Nieh is committed to our client’s syndication success. That is why we provide our clients 6-months of ongoing support at no additional cost.