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Updated 11 months ago,

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17,486
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Chris Seveney
Lender
Pro Member
  • Investor
  • Virginia
15,069
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17,486
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This is the VERY FIRST thing to do before you consider investing in a Syndication

Chris Seveney
Lender
Pro Member
  • Investor
  • Virginia
ModeratorPosted

For anyone reading this and considering investing in a syndication.

STEP#1: Go to
SEC.gov | EDGAR Full Text Search

Step#2:
Put in the name of the company listed in the PPM.

If it is a Reg D offering, they should show up under Form & File: "D (Notice of sales and unregistered securities)"

For example, for a registered offering put in "Sunnyhill Mortgage Note Fund" and you will see what I mean. 

If it says no data, then they never submitted the offering. This is a 100% automatic disqualification in my book (no ifs, and or buts).

If it is not registered. Then I recommend against investing

Why not invest?  

Because a Form D must be filed with the SEC within fifteen (15) days of a “sale” of a federally exempt security. For this purpose, the SEC defines “the date of first sale is the date on which the first investor is irrevocably contractually committed to invest.” (See SEC Publication, Filing and Amending a Form D Notice, A Compliance Guide for Small Entities and Others http://www.sec.gov/info/smallbus/secg/formdguide.htm.)

So the reason not to invest is they either have no other investors, and if they did, they failed to register.

Why post this? Because there are more and more posts on here about people losing money in syndications. Many are not due to any fraudulent activity and just a poor sponsor or a poor deal. But if you are investing in offerings where they did not register the offering, then they are committing an act that is subject the issuer to criminal or civil prosecution. So them "not knowing" will not stand up under scrutiny of the SEC.

Here is a great article.

Don't Blow Your Exemption! SEC Form D Filings and Blue Sky Filing Requirements for Reg D Offerings | SyndicationAttorneys.com


  • Chris Seveney
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7e investments
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