Private Placement Services

offering-memorandum-services

Private Placement Memorandum Services

Prospectus LLC provides a full range of offering memorandum services, from the initial writing of investor documentation to stock exchange listing services. We are staffed by an in-house team of global financial industry investment banking veterans and securities attorneys, each of whom are experts in the preparation and writing of investor offering documents. The scope of our capabilities include, but is not limited to creating business plan and feasibility study presentations, preliminary offering memorandums, aka ‘red herrings,’ to final offering prospectus documents. Our clients include a discrete universe of public companies and a broad spectrum of private companies domiciled in the United States as well as dozens of clients who are located in all major cities throughout the world. Many of our clients have engaged us to administer documentation for follow-on and secondary offerings and subsequent capital formation campaigns. Our value-proposition is clear: our interests are directly aligned with those of our clients, as we provide crucial insight, guidance and counsel for companies of all sizes and stages that seek to raise capital, from startups to fast growing enterprises to acquisitive global corporations throughout the life-cycle of their capital formation needs.

Our team of professionals, along with a cadre of network advisors and captive consultants, provide bespoke, institutional investor-quality financial prospectus and securities offering document creation that conform to industry best practices and comply with not only all local securities regulations, but meet the needs of prospective accredited investors’ requirements.

Towards providing truly bespoke services, we maintain a presence in major cities and financial centers throughout the globe; we have staff members located in New York, Seattle, London, Tel Aviv, Riyadh, as well as Hong Kong, Singapore, Shanghai and Beijing. Our senior team and analysts work with startup entrepreneurs and corporate executives across the EU, as well as those located in Eastern Europe, PacRim, Middle East, Latin and South America and emerging companies throughout Africa.

Practice Areas & Expertise

Prospectus LLC areas of expertise include preparation of Issuers’ preliminary prospectus (“red herring”), final prospectus, a full range of private placement offering prospectus, ranging from offering memorandums, offering circulars (“OC”), explanatory memorandums and related private placement memorandum and general private placement documents. We also provide initial business plan creation services for clients who ‘know what they know’, but prefer to outsource the task of writing business plans in a manner that resonates with prospective investors.

Most important, our fees are typically 50% lower than the fees charged by traditional securities law firms, which explains why many law firms and corporate counsels will outsource their work through us.

Initial Consultations Are Provided as A Professional Courtesy

Schedule Your Free Consultation Today.

Our Team

The staff and consultants at Prospectus LLC include corporate finance and securities law specialists, many of whom are veterans of global investment banks and leading investment boutiques. Our senior staff is led by accomplished entrepreneurs, former corporate executives and securities industry attorneys. With this pedigree, Prospectus LLC is uniquely qualified to provide a full range of investor offering memorandum services in support Issuers of a broad range of securities, including public debt, private debt, convertible debt. senior notes and senior unsecured notes, closed-end funds (CEFs), REIT funds, credit funds, equities and preferred equity shares, among others. Our in-house securities attorneys are fully qualified to assist those companies in the course of Reg A, Reg A+, Reg D, Reg S, 144a, and Regulation CF (equity crowdfund) documentation.

Our depth of investor offering documentation expertise goes beyond capital formation. We help Issuer clients and CFOs in the course of their need for Initial Public Offering (IPO) documentation, major exchange listing services, reference data application (APIR, CUSIP, VALOR, ISIN, CFI, SEDOL, BLOOMBERG, LEI), securities code application, and business plan creation and writing. Further still, we can provide Investor Relations, Public Relations and Corporate Communication services for companies that seek to communicate with their constituents in a manner that conforms with true best practices.

As noted above, our fees are as much as 50% lower than traditional professional service providers, which explains why many securities attorneys will outsource their work through us.

Schedule Your Free Consultation Today.

Prospectus LLC is a wholly-owned subsidiary of Broker Dealer LLC, which also operates three of the most prominent sites in their respective financial industry sectors: Brokerdealer.com, Raisemoney.com and Prospectus.com

Full List of Prospectus LLC Offering Memorandum Services Below

For both our US domestic and International clients, Prospectus LLC provides a multi -tiered platform that supports sustainable growth for startups and seasoned companies across a broad range of industries.

PROSPECTUS WRITING: Prospectus LLC team prepares investor prospectus documents for both private and public offerings. We prepare prospectus and red herring offerings, as well as offering circulars (OCs) for companies seeking to list on major securities exchanges throughout the world in the course of their debt and equity listing. Our listing services team will file all requisite paper work with the relevant regulatory and government agencies in any given country.

PRIVATE PLACEMENT MEMORANDUM & OFFERING MEMORANDUM: We are specialists in the preparation and development of Regulation ‘D’ (“Reg D”), Regulation ‘A’ (“Reg A” and “Reg A+), Regulation ‘S’ (“Reg S”) and ‘144A’ offerings, including 506(b) and 506(c) private placement offerings. We have worked with both private and public corporations and have been relied on for the development of thousands of private placement offerings. We pride ourselves on being known as one of the most affordable and cost-efficient firms within the industry. Many of our clients are on a fast-track towards raising capital, and we work to provide the fastest turnaround rates for completing private offering memoranda.

INITIAL PUBLIC OFFERING (IPO) SERVICES: Prospectus LLC can assist both fast-growing startups and global companies in connection with public offerings and their listing shares via Initial Public Offerings (IPO’s) on the world’s most popular stock exchanges. Our team has assisted companies listing shares on the London Stock Exchange (LSE) as well as Frankfurt, the German Bourse, Toronto Stock Exchange, Hong Kong Stock Exchange (“HSE”) and in the US, we have assisted companies in their listing on the NYSE, NASDAQ, and OTCMarkets.

BOND OFFERINGS: 144A & REG S SERVICES: Prospectus LLC provides a unique variety of private placement services, including bond offerings and services related to clearing and settlement assistance. For those contemplating issuing notes or bonds to raise capital and require assistance with the 144A/Reg S components, we will help tailor your bond offering to meet market conditions.

FUND SETUP: Prospectus LLC is a recognized leader in the formation of onshore and offshore investments funds established by hedge fund managers, private equity and venture capital firms. Our team provides services for fund structuring in a manner that ensures growth and sustainability. We lend expertise with regard to ongoing hedge fund or mutual fund consultation and can assist with the cumbersome administrative tasks of your fund. Whether helping to structure a fund from inception, helping to construct the type of fund, counseling as to the domicile (fund location) and helping craft narrative as to the overall goal and objective of a respective investment fund. In addition to fund setup and compliance services, we can also provide objective insight regarding fund marketing. In select cases, we can provide introductions of your fund to broker-dealers or qualified investors who may be assistive to meeting your capital raise goals and objectives.

HEDGE FUNDS & MUTUAL FUNDS: Prospectus LLC team of experts can draft your hedge fund prospectus and such that it complies with jurisdictions worldwide. We take great pride in being known by many throughout the industry for being the most efficient, most cost effective (meaning: you save money) and one of the most proficient firms that consistently exceed client expectations, where most others hope to simply meet expectations. Our specialist fund administration team can prepare and assist in the filing of all necessary paperwork with regulators towards expediting the launch of your fund.  Our industry leading firm specializes in hedge fund setup and document drafting of all documentation, including the prospectus, the offering memorandum and the private placement memorandum, as required. For alternative funds as well as traditional hedge funds, we have written hedge fund prospectuses for onshore and offshore jurisdictions as well as hedge fund offerings for limited partnerships (LP or LLP), LLCs (limited liability companies), open ended and closed ended funds (CEFs), UCITS, umbrella structure funds, and more.

SECURITIES IDENTIFIERS: Prospectus LLC assists with more than offering documentation, we administer the application and certification of financial instrument securities identification codes, which is a crucial component embedded within the securities that are sold to investors. Those issuing private securities– as well as public companies, the latter of which must follow the mandatory rule of obtaining securities identifiers for each instrument issued- is the application and registration of a securities identification number. There are several different securities identifier codes used within the securities industry. The most commonly-recognized  securities identifier used by securities clearing utilities throughout the globe is the “ISIN” code (International Securities Identification Number). This code is primarily used by Issuers domiciled outside the United States; while in the U.S., the ubiquitous securities identifier code aka reference data for stocks or bonds is the “CUSIP” (Committee on Uniform Security Identification Procedures). Issuers of securities that are domiciled within the United Kingdom will tend to secure both an ISIN code and UK-centric “SEDOL” (Stock Exchange Daily Official List). Whille there are various other securities identification numbers aka reference data utilized worldwide, including Bloomberg LP “FIGI”, the codes not mentioned here are less utilized for purposes of trade clearing and trade settlement applications and general securities identification. Irrespective of the type of instrument or the domicile of your company, our team can administer your securities identification application and certification needs

REGISTRATION AND FILING: The Prospectus LLC legal team assists clients with registration and filing of their regulatory paperwork with relevant regulatory bodies and compliance agencies and government agencies. In addition to drafting a prospectus, we can file, if requested, financial statements such as the S-1 and other related documents. We also prepare  investment disclosure documents, including the offering circular, and we can administer the full spectrum of filings for both public and private placement offerings, such as filing the Form D for Reg D offerings for private placements and S-1 for example, for public offerings). Further, our team is happy to leverage our broad industry relationships and contacts with broker-dealers, investment advisors, investment bank underwriters, hedge funds as well PIPE funds (Private Investment Public Equity) to identify potential strategic partners who can help our clients achieve their capital raising objectives.

LEGAL WORK: Prospectus LLC securities attorneys and securities documentation experts have worked with Issuers across all major industries, affording us the opportunity to become fluent in the nuances of securities industry regulations. From traditional common share offerings, to real estate industry REITs to energy industry Master Limited Partnerships (MLPs), our staff and our captive consultants are able to leverage our proprietary library of securities offering documentation, which includes thousands of Issues that have been successfully placed with leading institutional investors and qualified high net worth investors who are domiciled in virtually every part of the world. If you need anything written or edited by a securities or general business attorney, we can help in that effort. Our team consists of securities law specialists, general business advisors and specialty area experts, such as patent and trademark advisors. Prospectus LLC can help create any type of corporate entity, including LLC’s, LP’s, S and C Corporations. Included in this task we can be relied upon to write your company’s by-laws, operating or limited partnership agreements.

BUSINESS PLANS: We write business plans in compliance with the best of best practices and tailor business plans in accordance with the needs of the client’s business model. Through Prospectus LLC’s proprietary business planning and consultation “process”, we craft and develop business plans that are geared to informing the reader effectively and with the primary goal of raising capital. All of the business plans we help create are compatible with the needs of sophisticated investors, lending banks, and/or the needs of federal government agencies that provide secured and/or guaranteed loans.

FEASIBILITY STUDY: Whether a preliminary feasibility study that analyzes the economic feasibility of a prospective business plan, or a comprehensive feasibility study, which delves into the granular costs and projected revenues of a proposed business undertaking, whether a real estate development project, an entertainment venue, a tourist destination or even the feasibility of transporting an iceberg from Antarctica to the Middle East, our team at Prospectus LLC is a world class leader in preparing and writing feasibility study reports. Our staff of researchers, due diligence analysts, business plan and financial consultants and business attorneys have prepared and/or overseen the development of feasibility study documents on behalf of clients in more than 50 countries. Feasibility studies that we can assist with encompass a diverse range of industries and businesses, including real estate development, oil, gas and energy, product launching, scientific exploration and much more.

ESCROW SERVICES: Prospectus LLC also provides escrow agent services for your capital formation transaction(s) and our designated attorneys can administer all your company’s escrow needs. Because a typical private placement will require the investment funds be placed into an escrow account up or until the minimum offering detailed in the private placement memorandum has been achieved, escrow agent services are a critical component in the course of closing a transaction. The escrow agent role includes receipt of and then disbursement of the funds to the beneficiary upon the accrual of at least the minimum offering and performance of the conditions stipulated in the memorandum and the related escrow agreement. We can provide all escrow agreements and arrangements that need to be undertaken to ensure a smooth escrow process.

VALUATIONS: Many times, entrepreneurs will have one view of the enterprise value of their company, while investors may have a different view. To address the needs of Issuers, Prospectus LLC team members will conduct and provide an objective valuation (based on industry comparables, market activity, etc.) on behalf of companies seeking to raise capital through the sale of common shares, or perhaps seeking to sell their companies outright. Our firm can objectively recommend the value that should be considered when offering investors a stake in equity ownership. Our mandate is to ensure that our Issuer clients are able to defend their enterprise value when challenged by opportunistic investors who seek to exploit early stage entrepreneurs and business owners who have found themselves in a difficult financial situation.

CAPITAL INTRODUCTION NETWORKING: Prospectus LLC has varying sources of third party investment vehicles seeking new opportunities. With this deep rolodex of relationships, we can a comprehensive menu with respect to capital introduction needs. Our proprietary database includes several thousand contact funding sources that are currently engaged in evaluating a wide cross-section of opportunities. Locating and then actually contacting highly-qualified investor groups can take countless hours and distract entrepreneurs from their core mission. To address that dilemma, Prospectus LLC has the resources and relationships that can help our Issuer clients and partners engage directly with qualified investors who are pre-determined to have an interest in their industry and product areas. Our relationships extend from HNW investors (high net worth) to Venture Capital and Private Equity firms and to corporate entities that are acquisitive by nature. What sets us apart from other ‘introducers’ is that we can accomplish direct introductions within a short time frame in order to hasten the entrepreneurs funding process.

 

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Prospectus LLC provides a full range of offering memorandum services, from initial writing of investor documentation to exchange listing services.

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