Regulation A securities offerings (both Tier I and Tier II exemptions) provide entrepreneurs with the opportunity to utilize the benefits of Large Number Theory to access capital markets investors to raise capital for their businesses on terms that are typically more attractive than even fully-qualified IPOs. The catch is understanding how, when and where to utilize this regulatory relief to its maximum advantage.
Special Bulletin on Capital Financing
The SEC has released Final Rule 33-10884 that includes landmark changes to Regulation A, Section 4(a)(6) – “Regulation Crowdfunding” or “Reg. CF” – and Regulation D private placement securities offerings, together with new rules and guidance on securities offerings for small and medium size issuers and commercial real estate developers. This new final rule creates fundamental changes in how our capital markets will function in the future and how entrepreneurs, businesses and CRE developers can access capital financing for their business ventures. We are in the process of updating the website to reflect these incredible changes (and their associated new opportunities) and urge you to review the new rules and regulations with your legal counsel before undertaking further capital financing activities as you have in the past. Please feel free to contact us to discuss your proposed capital financing needs. In the meantime, we suggest you read some of the relevant information already posted on our website (start here).
Testing the Waters is No Benefit
The Regulation A exemption allows the issuer to file the necessary offering documentation with the SEC and then “test the waters” with advertising to the public regarding the offering while the SEC conducts its review of the offering documentation. The idea was that once SEC gave its consent, the issuer would then go back to the people who had responded to the offering advertising and quickly complete the subscription process. This has turned out to be a fallacy. The problem is that the SEC review takes as long as it takes and SEC will not provide any estimation of how long the review process will take, so any advertising dollars spent in advance of the SEC approval process being completed are advertising dollars that could be completely wasted. The smarter plan is to wait until the approval is completed and then commence advertising the offering. Testing the waters only tests your budget, so don’t do it.
Timing is Everything With Regulation A
Regulation A works well in circumstances where the transaction is not extraordinarily time-sensitive in nature. This means commercial real estate development project funding offerings are more likely to benefit from utilizing the Rule 506(c) exemption and skipping Regulation A in its entirety. In all cases, the due diligence burden of the issuer is unchanged and daunting. The INVIZEN Platform and services program provides end-to-end support for conducting Regulation A and Rule 506(c) general solicitation offerings.
INVIZEN offers the only end-to-end solution specifically-designed to help end loan and investment losses in CRE securities private placement offerings by addressing the totality of the underwriting and due diligence issues in a real-time, proactive environment that only gets started with pre-closing due diligence. The INVIZEN program is designed to help prevent the key risks from becoming future asset impairment problems while also proactively managing and/or deterring investment fraud, management performance and foreclosure default event exposure.
INVIZEN was purposely built to provide underwriting and due diligence reviews with one singular goal in mind: preventing future loss on capital investment made today.
To understand the INVIZEN value proposition is to understand the basic processes that attend the underwriting goal of using independent information to determine the value of an income-producing business asset. INVIZEN automates these processes so the cost of underwriting drops dramatically and the speed of processing increases dramatically as well. The underwriting happens in real-time and that means we can give CRE NNN property investors the luxury of future investment performance assurance by re-underwriting the transaction each and every month of the investment holding period to give you up to 24 months of advance notice of changes in the market, the asset or operations that may have an impact on the future income-generating capacity of the market, property and site. These notices can be both good and bad. INVIZEN has artificial intelligence at its core and computers don’t care if you have trash, it will still be another man’s treasure.
CRE Developers & Sponsors
Developers and sponsors seeking capital financing have the advantage of a systemic solution that provides the support needed to increase the odds of a successful capital financing outcome.
Investors, Family Offices & Lenders
Investors and lenders seeking to participate in commercial real estate securities private placement offerings and other credit instruments have the advantage of a systemic solution that provides the highest practical investment performance assurance we can contrive.
Broker-Dealers & Registered Investment Advisors
Securities broker-dealers and registered investment advisors on both the buy-side and sell-side of the transaction have the advantage of a reporting system that provides FINRA compliance support, protection from future investment fraud claims, increased transaction velocity and the opportunity to increase their operating margins – all in one package.
The INVIZEN Platform Concept
Rainmaker Analytics operates the INVIZEN Platform. The INVIZEN Platform is a collection of unique intellectual property programs that interact in a proprietary manner to create a systemic solution to investment risk.
Rainmaker Analytics operates the INVIZEN Platform. The INVIZEN Platform is a collection of unique intellectual property programs that interact in a proprietary manner to create a systemic solution to investment risk. The issue is confidence; confidence that the decision to deploy capital is going to be made in light of the knowledge that risks that were heretofore thought to be “baked into the deal” (i.e.: unavoidable risks that are a condition predicate to investing) are now manageable for the benefit of all of the financial stakeholders in the transaction. To accomplish this outcome, the INVIZEN Platform was developed over the past 14 years to provide the only true end-to-end solution that includes a seamless services program that provides both pre-funding due diligence services as well as post-funding monitoring programs and systems that are designed to prevent investment risks that conventional wisdom suggests cannot be avoided, therefore; any given investment is extremely risky and requires a higher risk premium be paid at the expense of all parties. The resulting platform provides near real-time services and reporting that previously required 6 to 9 weeks to undertake and in form and depth that conventional systems cannot hope to offer. The end-result of the deployment of the INVIZEN Platform created the benefits of best-in-class content, best-in-class pricing and best-in-class delivery that make INVIZEN the stand-out in the financial services and commercial real estate industries. These benefits directly reduce the costs of obtaining capital by developers, promoters, and sponsors, while also providing proactive risk controls and risk elimination opportunities for commercial lenders, registered investment advisors, securities broker-dealers, institutional investment entities and regulators, alike. Rainmaker Analytics is listed in the FINRA Compliance Vendor Directory.
The INVIZEN Platform of Services
The INVIZEN Platform of services is designed to make the processes of accessing capital investment and deployment capital investment more efficient. Decisions can be made with confidence and in a much timelier manner. The issues of not being able to make an investment decisions due to a lack of independently supported due diligence documentation or future execution risk controls are taken off of the table. INVIZEN reduces the decision to the simple issue of the risk premium and eliminating the greed reflex in the process because every transaction is assessed against the totality of risk issues it demonstrates and provides a direct comparison of the transaction’s value to the investors being solicited for capital to the value the capital markets as a whole would place on that exact transaction in the public markets. This is possible because the INVIZEN Platform provides an integrated transaction opportunity valuation in advance of underwriting, together with the component feasibility studies, underwriting reports, business due diligence documentation and securities offering documentation to provide all of the necessary elements to allow for expeditious investment decisions to deploy capital. Once capital is deployed, the process continues with a completely new underwriting review every month of the asset holding period together with the world’s only fraud and embezzlement elimination system that comes at a net zero cost to the user. These services make the value proposition of INVIZEN as unique as each client transaction.
There is so much more going on at INVIZEN and we welcome the opportunity to share even more with you. Please feel free to contact us today to learn more about what our underwriting, asset monitoring and default protection program services can do for your prospects to gain capital funding. Call us at 832.663.9634. for more information.
