WHEN to file SEC Reg A Doucments?

Question

Hello, I hope everyone is having a great Sunday. I have worked in Finance my entire professional career. Starting out as a credit analyst for BB&T, I spent mu younger years reading through 10Ks, 10Qs, financial statements, SEC documents, etc. creating “spreads” and credit analysis for different types of businesses. I say all of this to say, with all of my technical knowledge, I lack in the basic understanding of when one would need to file.

So, my question is, when raising capital, at what point would I need to file SEC documents?

I know this is a very broad question, but any advice would help. Thanks in advance.

So, my question is, when raising capital, at what point would I need to file SEC documents?

I know this is a very broad question, but any advice would help. Thanks in advance.

John Fortes · Answer

Can't go wrong with @Joe Fairless & @Theo Hicks book they have out. Also, its a whole New Business by Gene Trowbridge if you want to learn more about the syndication process from an attorney's point of view.

Justin Kane · Answer

@Canesha Edwards visit joe fairless syndication school its a great free way to start learning and join his podcast plenty others out there too!

Theo Hicks · Answer

Speak to a securities attorney before you have a deal so that you know who you are using and what steps to take once you've identified an opportunity. Once you have a signed PSA, reach back out to that securities attorney to start the process.

Theo Hicks · Answer

Thanks for the book shout out @John Fortes!

John Fortes · Answer

I agree with @Theo Hicks and starting that conversation prior to any deal. Once you get the conversation process going, you'll have a great understanding of when and how.

Jillian Sidoti · Answer

Hi - here are some of the Regulation A filings I have done. I tried to give you a variety of the types of offerings. Please notice these are all FUNDS and not individual syndications. I recommend Regulation D for individual syndications. Best of luck!

Cardone Capital V, LLC

https://www.sec.gov/Archives/edgar/data/1741665/000147793218003316/cardone_1a.htm

cardone_1a.htm - sec.govwww.sec.govPART II- OFFERING CIRCULAR . Cardone Equity Fund V, LLC (the “Company”) Preliminary Offering Circular dated July 2, 2018 . The Company is hereby providing the information required by Part I of Form S-11 (17 9 CFR 239.18 and is following the requirements for a smaller reporting company as it meets the definition of that term in Rule 405 (17 CFR 230.405).

Paradyme Equities, LLC

https://www.sec.gov/Archives/edgar/data/1718714/000147793217006147/filename2.htm

Tulsa Real Estate Fund

https://www.sec.gov/Archives/edgar/data/1704303/000147793218002878/tulsa_253g2.htm

tulsa_253g2.htm - sec.govwww.sec.govFor entities based in Canada or UK, there is a $75 additional fee to the $25.50 Processing fee. You will need to include $75 to your initial investment as this will be charged against your investment account.

United Group Fund, Inc.

Real Estate Acquisition – single tenant retail, luxury homes, hotels

https://www.sec.gov/Archives/edgar/data/1646036/000147793216012403/united_1a.htm

PFG Fund III, LLLC

Hard money lending and note fund in the state of Colorado

https://www.sec.gov/Archives/edgar/data/1594139/000147793216012367/pfg_f1a.htm

Capital Cities Fund, LLC

Short term lending to real estate investors

https://www.sec.gov/Archives/edgar/data/1640613/000147793218003561/capital_1a.htm

Madyson Equity Group, LP

Real Estate Acquisition – Multifamily, office, single family, and senior living

https://www.sec.gov/Archives/edgar/data/1672461/000147793217000476/madyson_posam.htm

REIA Investments, LLC

Older Reg A for the purpose of purchasing Bulk REOs

https://www.sec.gov/Archives/edgar/vprr/1400/14007154.pdf

Joseph Back · Answer

@Canesha Edwards I have been told by syndication lawyers that anytime you are raising money from anyone who is not going to have an active role in the business you need to file at the very lest a 506(b) or 506(c) exception. Do most people do this, no. I would recommend talking with a syndication attorney and asking about your specific situation.

Jillian Sidoti · Answer

Ok. I have a webinar out there. If you send me an email, I will try to dig it up for you. When you are closer to pulling the trigger, I would be happy to chat.

Canesha Edwards · Answer

@Jillian Sidoti

I’m familiar with one of the funds on your list.  For what I’m currently trying to do, I don’t think I would need Form A.  But I would be interested in discussing the process further, if you have time.

Canesha Edwards · Answer

@Jay Hinrichs

Thanks for this nugget. Reg A would indeed be over kill for what I’m trying to do.

WHEN to file SEC Reg A Doucments?

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