Posts Tagged ‘private placement memorandum’

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Before You Write A Private Placement Memorandum Read This – OTCBB

Sunday, July 18th, 2010

Why Are You Writing A Private Placement Memorandum (PPM) To Raise Capital? I feel like I have to put this out there as a corporate strategies consultant with a firm that is completely submerged in the industry of authoring business plans, private placement memorandums (regulation d rule 504, 505 and 506), facilitating direct public offerings to our database of investors and taking companies public on the OTCBB.

When I get calls about private placement memorandums it is typically one of two scenarios: 1. They want to raise capital and they are shopping around for the cheapest PPM author they can find. 2. They have made the mistake of using the cheapest PPM author they could find and now they can’t find an investor that will fund their 70 page stack of toilet paper.

It never ceases to amaze me when companies are trying to convince investors that they are ready for that next step in their corporate evolution, yet they are being penny wise and dollar foolish with the most technical document their company has ever had done. And why do people put the cart before the horse? I mean, why do people write the private placement memo before they know who their audience is? As a rule of thumb you should write for your audience.

A ppm that is being written for venture capital firms will demonstrate and cater to more of an equity control and technical audience whereas a ppm that is being written for angel investors, private investors and small private equity firms who want to be in and out of a transaction will typically want to buy low and sell high and will typically want to invest in companies that are going public in as short of a time as possible.

The investors in pre public companies and other ‘angel’ type investors have a minimal bankroll of $1m or less (usually) so they have to be in and out of a transaction fast, thus the need for a ’selling shareholder offering’. This is a mandatory prerequisite for a company that wants to raise capital from angels and go public. With a selling shareholder offering you are setting up a scenario that ever investor dreams of.

You are giving them the ability to buy deeply discounted stock and 3 or 4 months later, when the company goes public, they can sell their stock into the market at an offering price that is typically 4 or 5 times what they originally purchased the shares at and the company is happy because the investor created a bridge for the company to go public and then created a public float.

Now, after reading this, you will see why writing a PPM before you know who your audience is and before you’ve contracted with a consulting firm is a critical mistake. Find a consulting firm that is well rounded as a capital raising facilitator and have them help you set a goal as an end result and then build your strategy from there.

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A Private Placement Memorandum Will Not Get You The Funding You Need: A Must Read

Thursday, July 8th, 2010

For those of you in a mad dash for funding you’ve obviously realized that banks and institutional lenders aren’t going to be parting with their cash anytime soon. The bailout money provided to them by our tax dollars was meant o jump-start the entrepreneurial community and spike job creation but this just as everything else our government does with the shake down capital it rapes from it’s citizens is nothing but smoke and mirrors.

Yes they are taking your money and placing our children in the greasy talon grip of indentured servitude without a choice and yes the banks were suppose to use this bailout money for our economy but the hand is quicker than the eye and here we are again, broke and left in economic limbo as once again the system and the government sucker punched hard working citizens, drug them into a dark alleyway and put the beat down on Joe Public. Who will come to your defense if the government that has an emergency IV hooked up to your bank account and wallet will do nothing but lie as reciprocation for destroying your company, taking your money and pummeling your children into submission as future economic lab rats.

There has been a lot of talk about Regulation d (regulation d 504, regulation d 505 and regulation d 506) also referred to as a Private Placement Memorandum which is a little used process of raising public capital via private placement with an SEC approved process for raising capital for private companies. In a typical economy investors will get involved and let their investment ride while the company restructures and pays out modest dividends prior to the payback of the Reg D payback.

Here is the problem with Regulation D, in these current economic conditions an investor is demanding a built in exit strategy with a time limit and the investment must be done in a strategic, solid manner. A prototypical, off the shelf PPM will have too many restrictions for an accredited investor to be able to sell their shares to a ready market which means the investor will need to hang onto those shares for 24+ months and just hope that the company doesn’t go broke during that period.

Here is an alternative. Use the regulation d rule 506 exemption as a pre public structure to raise just enough capital to get your company moving and use the additional proceeds to go public on the OTCBB (over the counter bulletin board). Place the pre public investor’s names on the s1 so that they can trade without restriction when the company is public just a few months later. There is you exit strategy and optimal capital raise. Make your fund raising efforts count, reg d is a great pre OTCBB structure which will provide the powerful exit strategy that will have investors banging your door down with interest.

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categories: private placement memorandum,regulation d 504,regulation d 505,regulation d 506,ppm,reg d,private placement memo,private placement memos,james scott,princeton corporate solutions

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How To Raise Capital – Expansion Consultant – IPO Consultant – A Must Read

Sunday, July 4th, 2010

The US is a game preserve and the entrepreneur is the endangered species being hunted by political poachers. Don’t expect a solution by government bureaucrats that use band aids intended to provide a temporary and sub-modest patch up, only problem is this band aid is suppose to close up a bazooka shot to the chest so don’t wait on resolutions that will have a lasting effect.

So what is the solution? When a company is fighting for survival who can they turn to? Two groups that will only hang string you up and hang you to dry are politicians and institutional banks. Both of these sectors of industry are parasites who will eat you from the inside out and then transform into maggots to feast on your rotting flesh.

Strange wording for a financial paper but this is reality. So again, who can you turn to for guidance? That answer is both simple and simultaneously complicated as there are multiple sub sectors of finance each with their own good and bad issues. Seek out a consulting firm that offers turnkey solutions with a contact portfolio that could gag a horse.

To raise money and facilitate quality strategies that will get you from point A to point B a consultant must have contacts with accredited investors, investor relations strategists, market makers, securities attorneys who can bang out 10k and 10q’s as well as constructive counsel for mergers and acquisitions to assist in strategic growth. Your consultant also needs to know where to look and uncover powerful strategic partners that can enhance and induce your company’s expansion efforts.

Many companies are using a regulation d solution also known as a private placement memorandum which uses the SEC loopholes of Reg D 504, 505 and 506 for pre public fundraising and bypass the ‘wild west’ factor of the pink sheets and go to a pre NASDAQ trading platform such as the OTCBB. A solid consultant can complete the task but qualifying them should not constitute drilling them on past transactions and other pointless interrogation tactics as this will only push away the good consultants and bring the scumbags in by the truckload as this type of skepticism is something that the fly-by-nights are comfortable with and use to. Instead ask them for a plan on how they anticipate taking your company from the beginning to fund raising stardom.

Their plan should include corporate structuring and strategies, board of directors selection, advisory board selection, acquisitions strategy, SEC auditor, S1 attorney, market maker for your 15c211 and enough investor relations and corporate publicity to force the continental shelf into movement.

Settle for nothing less than strategic and all inclusive consulting solutions when raising capital and going public or you’ll find yourself in the precarious dilemma of having your public offering piecemealed with no one to hold accountable at the end of the day and believe me, that is the last place you want to be because those companies end up being shelf corporations that are so riddled with holes you can’t even sell them off for a reverse merger.

Get the entire plan from your consultant before signing that contract and moving forward.

Learn more about Taking Your Company Public. Find out how to Raise Capital Fast by taking your company public

categories: Take My Company Public,Private Placement Memorandum,IPO Consultant,IPO Consultants,Take Company Public,Over The Counter Bulletin Board,How To Raise Capital,Expansion Consultant,IPO Consultant,james scott

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Take Your Business Public: How To Find a Consultant That Can Make The Process Easy

Tuesday, December 22nd, 2009

So many companies dream of going public to raise massive amounts of capital, as set up for an exit strategy, to make acquisitions with stock and for many other reasons. While your intentions may be pure and with genuine motives, you’re entering shark infested waters of boiler rooms, crooked attorneys and underbelly consultants who have made careers off of taking well intentioned executives just like you for a 24 month roller-coaster ride while they take every penny you have as your company shrivels up like week old road kill.

Just and honest consultants in the ‘public offering’ industry are as rare as the illusive white elephant. This industry exists in a cesspool surrounded by rose gardens; from afar it looks amazing and an image of a dreamland but get up and close and the sludge and odor are enough to make you run and hide. So what do you look for in a consultant? The best consulting firms are the ’boutique firms’ with minimal overhead that keep a low profile and are made up of 3 or 4 ‘partner’ consultants.

These firms typically have the experience of working with the large consulting groups but for one reason or another have decided to leave and go out on their own. The great thing is, these small groups typically have massive contacts and process your entire public offering in-house. Offering a complete turn-key solution that is managed in-house offers a huge advantage because there is accountability and you can actually build a relationship with the people that are making your dream of a public offering come true.

These ’boutique’ consultants will usually stay on board as growth consultants for the life of the company in exchange for modest fees and a pre-IPO or pre-OTCBB equity position. The large firms will hack you out at the knees and gouge you with fees while they take massive amounts of equity in your company which takes away your bartering chip when you need to offer more stock to the public to raise capital.

The small firms will also work one on one with you to show you how to use your stock to grow through acquisition and other nifty ways to use stock to grow. Seek out the boutique consulting firm and save the attorney for spot audits. Hold on to your cash. Why pay outrageous fees to lawyers when you can pay 60% less with a small consulting firm that will add all the bells and whistles for free and actually get your stock trading, usually in half the time?

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

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Is Your Company Going Public? Grow Quicker With Good Publicity

Monday, December 21st, 2009

As a publicist, I can’t help but laugh when I turn on the television to see an author on a talk show telling the audience about their book or flip on the radio in my car and hear the morning DJ interviewing a self proclaimed expert of some new weight loss program where you can lose 500 pounds in 48 hours.

I’m not laughing because of the content but because I know how much they had to pay a publicist to get that interview. I know that all the questions are predetermined and that the publicist who convinced this individual that TV and radio were the only way to get in front of the public is living in the’70’s and can’t seem to adjust to the new concepts of massive publicity for pennies and the young, hip publicists that have transformed the process of ga

I don’t mean to offend any publicists out there but I’m going to tell the public a little secret. If you are seeking massive explosions of publicity for your business, book, musical act or future celebrity, there is a process that will blast your ‘brand’ to 10,000,000’s overnight. There is a process that will put your brand in front of your target market in hours, not weeks. There is no waiting on approval from a television network or radio channel.

That secret process is a combination on online video distribution, press releases, article marketing, social book marketing, blogs and a few other online media distribution combination that will take your brand campaign from 0 mph to 100mph overnight. When you are interviewing publicists or brand recognition marketing specialist keep this in mind, any publicist can get you on TV or the radio with a couple calls since both of these media genres are constantly in need of content and truth be told, the results you’ll get are very minimal from these to publicity mediums.

The central questioning of your interview should be quizzing them on their online media campaigns and viral media expertise. Don’t spend a dime until they’ve convinced you that their online strategies are on the cutting edge and cost effective. Online marketing strategies can literally have the internet screaming your name in hours.

Want Publicity, that works? Check out Princeton Corporate Solutions. Call 267-233-0183 for a Publicity Marketing firm that can deliver.

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Private Placement Memorandum (PPM): An Art of War Approach To Corporate Finance

Friday, December 18th, 2009

The psychological profile of business proprietors and entrepreneurs in general boasts the critical ‘Risk Taker’ element which allows one to take the leap from the financial security of a 9 – 5 job to the dicey waters of action based, success based income generation meaning: No Sales = No Money and No Food.

Many of these risk takers function within the realm of right brain communicative as opposed to left brain analytical which passes over the critical detail oriented solutions that are mandatory for raising capital. It is crucial for someone of this profile to hire a professional to come in and cross the t’s and dot the i’s in preparation for corporate fundraising efforts. After this is facilitated the entrepreneur needs to prepare mentally and emotionally for the turbulent road ahead.

Raising capital is no easy task and after the company is properly structured and you have an investor finder service, market maker or broker dealer in place to sell or promote your funding cause, you must step back, take a deep breath and prepare yourself mentally and emotionally. This preparation should start with the concept of ‘objectivity’ when you talk to investors, some will love your business model while others see an investment in your company as a waste of time. You must take these critiques, good and bad with a grain of salt. Don’t get caught up in the habit of emotionally reacting to these ideas from outside sources, don’t allow your mind to attach itself to an investor’s idea of your company or it will drive you insane and you’ll find that these emotional ups and downs will find their way home as your family will quickly be affected by your emotional fluctuation.

The second thing you must do is read and absorb the knowledge in such books as “The 48 Laws of Power” and “The 33 Strategies of War” by Robert Greene and of course “The Art of War” by Sun Tzu. These books deal with strategy that can easily be translated into the business world and can help you prepare mentally for the art of fund-raising. Read these books cover to cover and then read them again. Absorb the intricacies and strategies that these books offer and make it a point to use these concepts in your daily professional life; believe me, you’ll be glad you did.

The next thing you want to do is to study great strategists like Napoleon and Machiavelli. One thing that you will realize almost instantly is that these investors are out for their own gain, period (Why wouldn’t they?). They will try to attract your attention with the right hand while their left hand is reaching in your financial records looking for chinks in your corporate armor to make their case for more equity for less investment. You need to be able to analyze, not just the words of the investor but also all the other elements of their expression such as: intonation, facial gestures, eye movement, standing and sitting positions and other ‘tells’ that can give you an insight to what they are truly trying to communicate so you can anticipate their next move. These are just a few things to consider before entering the world of venture capital. Raising money for a business is a daunting task only to the unprepared.

Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

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PPM Offings: A Must Read If You Want to Attract Investors Fast!

Friday, December 18th, 2009

This article is nine years in the making. The concept is so simple but 99% of the clients I consult with have made identical errors in their effort to raise capital. They will have a business plan and they will have a Private Placement Memorandum and after one read of these two documents I have to deliver the bad news, “Sorry, but your business plan and PPM are completely worthless”.

They will then proceed to give me a story where the one consistent theme usually goes like this, “That can’t be…there was a guy…..he gave us a great deal on our business plan besides he wrote the business plans for my brothers sock sewing company and my friends underwater basket weaving video business and he really seemed to know what he was doing and then we bought a template online and just took the content from the business plan and used it to fill out the PPM template…blah..blah..blah…”.

Look, before you have a business plan written, test the author’s knowledge on your specific industry genre. There is no such thing as a one stop shop for business plans, the good consultants will cater to certain industries. Find an author with a solid comprehension of your goals and can translate your ideas into the fickle, skeptical language of the investors reading it.

Your business plan should include, at a minimum, financial projections/assumptions, growth and development analysis, market analysis, research analysis and implementation, competition analysis, management summary, marketing plan, risk analysis, capitalization analysis, market penetration analysis and SWOT analysis. Without these crucial elements your business plan is dead in the water and so is your future in fund-raising.

Next, never… and I mean never buy a PPM template on the internet. There are certain aspects to your offering circular that can trigger the invest button or snooze button in the mind of investors. Your business plan’s job is to ’sell’ while the PPM is meant to spell out risk and other technical information that isn’t present in the business plan. The last thing you want to do is simply cut and paste information from the business plan over to the Offering Memorandum; it’s unprofessional and immediately loses legitimacy in the eyes of credible investors. Find a professional consultant, accountant or attorney who specializes in Regulation D to write your Offering Memorandum for you. A poorly written Private Placement Memo can destroy your ability to raise capital so fast it will shock you but a well written, professional PPM will make raising capital fast and easy.

Want To Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

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Are You Raising Capital For Your Business? Here Is How To Build A Strategy

Friday, December 18th, 2009

The psychological profile of business proprietors and entrepreneurs in general boasts the critical ‘Risk Taker’ element which allows one to take the leap from the financial security of a 9 – 5 job to the dicey waters of action based, success based income generation meaning: No Sales = No Money and No Food.

Many of these risk takers function within the realm of right brain communicative as opposed to left brain analytical which passes over the critical detail oriented solutions that are mandatory for raising capital. It is crucial for someone of this profile to hire a professional to come in and cross the t’s and dot the i’s in preparation for corporate fundraising efforts. After this is facilitated the entrepreneur needs to prepare mentally and emotionally for the turbulent road ahead.

Raising capital is no easy task and after the company is properly structured and you have an investor finder service, market maker or broker dealer in place to sell or promote your funding cause, you must step back, take a deep breath and prepare yourself mentally and emotionally. This preparation should start with the concept of ‘objectivity’ when you talk to investors, some will love your business model while others see an investment in your company as a waste of time. You must take these critiques, good and bad with a grain of salt. Don’t get caught up in the habit of emotionally reacting to these ideas from outside sources, don’t allow your mind to attach itself to an investor’s idea of your company or it will drive you insane and you’ll find that these emotional ups and downs will find their way home as your family will quickly be affected by your emotional fluctuation.

The second thing you must do is read and absorb the knowledge in such books as “The 48 Laws of Power” and “The 33 Strategies of War” by Robert Greene and of course “The Art of War” by Sun Tzu. These books deal with strategy that can easily be translated into the business world and can help you prepare mentally for the art of fund-raising. Read these books cover to cover and then read them again. Absorb the intricacies and strategies that these books offer and make it a point to use these concepts in your daily professional life; believe me, you’ll be glad you did.

The next thing you want to do is to study great strategists like Napoleon and Machiavelli. One thing that you will realize almost instantly is that these investors are out for their own gain, period (Why wouldn’t they?). They will try to attract your attention with the right hand while their left hand is reaching in your financial records looking for chinks in your corporate armor to make their case for more equity for less investment. You need to be able to analyze, not just the words of the investor but also all the other elements of their expression such as: intonation, facial gestures, eye movement, standing and sitting positions and other ‘tells’ that can give you an insight to what they are truly trying to communicate so you can anticipate their next move. These are just a few things to consider before entering the world of venture capital. Raising money for a business is a daunting task only to the unprepared.

Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

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Offering Memorandum and PPM: Here Are the Secrets To Raising Capital Fast!

Friday, December 18th, 2009

If you’re trying to raise capital there are regulations set forth by the SEC to make sure everyone is conducting business ethically and in a way that can keep one accountable for their actions if fraud takes place. Regulation D Rule exemptions 504, 505 and 506 offer solid fundraising capabilities that can handle most investment needs. Companies typically hire a consulting firm to author these documents and within 30 days you’re off and running and talking to investors; that is, of course talking to investors while staying within the boundaries of Rule 502c which dictates the guidelines for solicitation which means no active promotion of the issuance of your securities.

This basically means that unless you have a bunch of millionaire friends, you’re no better off now than you were before the PPM was created. So, how does one raise capital in an environment which limits the promotion of your offering with such limitations? Easy, corporate publicity! You must have your timing right in order for this to work but here is basically what we do with our clients as we are writing their PPM and what you should do if you already have an Offering Memorandum written. First we make sure that they have a solid presence online, within their industry genre by getting them massive exposure virally using video, social and news bookmarks, press releases, unique article submission, image/photo marketing etc. This exposure is just for basic branding purposes and not advertising the investment opportunity.

This process will draw massive amounts of attention to their company while we use specifically researched tags that will cater to the internet user who is researching their industry and/or looking for this specific company’s position in the marketplace. The next thing that you’ll want to do is promote your company using traditional means such as radio, TV and articles written about your company and executives within the company. Now, these promotions are not ads, instead they are interviews and/or expert conversations where you’re being brought in to talk about your industry as a whole. This passive promotional technique will allow for multiple ‘plugs’ during the conversation that lead potential clients and investors to your doorstep.

If you don’t have a publicist you will need one and during your initial ramp up you’ll want to have a targeted, localized and national audience using a minimum of 5 promotional combinations, this is crucial! Lastly, you are going to want to start blogging like a maniac. Blog and respond to any and every industry specific blog you can find. It is crucial that you carve out your position as an authority in the marketplace to tower like a beacon to future customers and investors.

Now you are ready to start talking to investors. The publicity used above will usually deliver a powerful enough promotion that will yield a steady flow of clients and potential investors and once word gets out that you’re company is solid and that you are offering equity investment opportunities…well the fundraising trail get’s easier and easier. You may also want to consider using an ‘investor finder’ at this point. An ‘investor finder’ is an individual or company that has substantial accredited investor contacts and will introduce you to those contacts for a flat fee. They are not a market maker nor are they a broker dealer. They are typically a broker of sorts that holds minimal securities licenses yet packs a punch with their ability to set you up with active investing contacts.

Raising capital is actually extremely easy if you set your company up in a way that is conducive to investment.

Take Your Company Public, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

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Take Your Company Public: Small Businesses Can Go Public Too

Friday, December 18th, 2009

Banks and hedge funds have dried up. Scams like shelf corporations and platform based funding are on the rise so where can an entrepreneur turn to raise capital? It’s sad to be faced with the reality that legitimate fund raising methods have fallen into a minority position in today’s depressed economy.

Business owners still need expansion capital, start-up companies need seed capital, how can the owners of these companies bypass the learning curve set in place by the online scammers and find the legitimate ways of raising capital? There are two solid ways of raising capital that are supported by the SEC and can have you raising capital without the drawbacks of dealing with people that just want to take your money and run, Private Placement Memorandums and OTCBB.

1st, Private Placement Memorandums allow the business to raise capital under the umbrella of three Regulation D rule exemptions: 504, 505 and 506. Also referred to as a PPM or Offering Memorandum, a Private Placement Memorandum allows you to raise capital, legitimately with an SEC supported and approve process that uses the laws pivoting off of the’33 Securities Act that helps entrepreneurs raise capital legitimately and safely. All are protected with a well written PPM.

If you’re looking to raise capital in more of a ‘public’ setting, check out the almighty OTCBB (over the counter bulletin boards), be careful on this one, there are several consultants and broker dealers that will take your money and walk away while you stand there with an entity that is, umwell, worthless. For an otcbb to be successful you need the back end support and ongoing consulting assistance of people that are completely submerged in the industry and know their way around so they can guide you around the trouble makers and into a world of massive corporate growth and funding nirvana.

If you are looking for real, honest, fast acting funding solutions the private placement memorandum and the OTCBB are your safest bet. Steer clear from the bogus formations such as shelf corps and platform and leased instrument based funding, they will only result in losing time and hard earned cash for your company.

Want to find out more about Private Placement Memorandums, then call Princeton Corporate Solutions at 267-233-0183. Find out about site on how to choose the best OTCBB Today!

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