Mischler Financial Group Announces 2017 Annual Veterans Day Pledge

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Newport Beach, CA & Stamford, CT –November 1, 2017 —Each year, Mischler Financial Group, Inc., the securities industry’s oldest minority broker-dealer owned and operated by service-disabled veterans pledges a percentage of the firm’s profits to veteran and service-disabled veteran philanthropies as part of its annual Veterans Day charitable initiative. This year, Mischler is proud to announce that Children of Fallen Patriots (CFPF) will be the recipient of the proceeds. Established in 2002, CFPF supports Gold Star families with college scholarships and educational counseling to military children who have lost a parent in the line of duty. Since its inception, CFPF has provided the runway to educational success for young men and women throughout the United States.

Dean Chamberlain, Chief Executive Officer of Mischler Financial Group stated, “Since we opened our doors nearly 25 years ago, our mission has been binary. Our business ethos is to not only serve the marketplace needs of Issuers, state and local governments and institutional investment managers with the highest degree of market proficiency and integrity, but to also share the rewards of our efforts by supporting men and women injured while defending our freedoms and the families of those who made the ultimate sacrifice.” Added Chamberlain, “Thanks to the opportunities presented by our clients, we take great pride in paying forward by supporting carefully selected philanthropies throughout the year. When paying tribute to Veterans Day in particular, we believe CFPF exemplifies Gold Star recognition.”

 

mischler-cfpf-veterans-dayAbout Children of Fallen Patriots

Nearly 20,000 dependents have been left behind by troops killed in the line of duty over the last 35 years. Many surviving families struggle to make ends meet with 63% of surviving spouses making less than $50,000 per year. CFPF scholarships and financial assistance, funded by loyal donors and corporate sponsors, have assisted nearly 1000 bright and motivated students throughout their undergraduate studies. The vision of CFPF is to ensure that every child of a fallen patriot receives all necessary college funding. The organization’s website is www.fallenpatriots.org

 

 

mischler-veterans-day-pledge-brokerdealerAbout Mischler Financial Group

Mischler Financial Group, Inc. is a federally-certified Service-Disabled Veterans Business Enterprise (SDVOSB). We provide capital markets services across primary debt and equity markets, secondary market agency-only execution within the global equities and fixed income markets, and asset management for liquid and alternative investment strategies. Clients of the firm include leading institutional investment managers, Fortune corporate treasurers and municipal officials, public plan sponsors, endowments, and foundations. The firm’s website is located at http://www.mischlerfinancial.com.

 

Weinstein Saga Update: Co Pres David Glasser Financial Schemes Come Back to Haunt

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While news media has been busy focusing on the travails of Harvey Weinstein–and glamorizing the newly-appointed (or interim) corporate chiefs, for some reason, investigative journalism is losing cache…But, lo and behold, one Hollywood news journalist has peeled back the onion to discover what could be an episode from “Arrested Development” starring Weinstein & Co. President & COO David C. Glasser, who was elevated to share the CEO suite with Bob Weinstein as the Hollywood mogul sex scandal unfolded last week. As reported by Variety’s Gene Maddaus, Glasser, who started his Hollywood career as a child actor, has been a “person of interest” in more than a few financial fraud investigations extending back two decades. According to Maddaus’ reporting, “Glasser has long been dogged by legal issues that date back more than two decades. In the most serious case, Glasser’s former film finance company was used by the now defunct penny stock broker-dealer Hanover Sterling Securities to launder the proceeds of a massive stock manipulation scheme which, according to federal prosecutors, was connected to the Genovese crime family.” While Glasser managed to dodge the bullets of federal prosecutors in that incident, in an exclusive reveal, Glasser’s inglorious film finance history includes a long trail of yet-to-be paid civil court judgements in various jurisdictions for defrauding investors in an assortment of “pre-production finance deals.”

david-glasser-weinstein-company-fraudTo be fair and balanced, Hollywood is as notorious for its deal makers advancing “the Art of Steal” as it is for casting couch hi-jinks for which Harvey Weinstein has been “reputation-ally cremated.” Just as Harvey is no lone wolf for gaslighting aspiring (and well-established) actresses and coercing them to observe (or enable) his sexual deviant behavior, Weinstein’s Glasser is not the only film finance aficionado who has played the deviant game of “hide the banana from investors.” The industry-common scheme is taking investors’ money, then later informing them the projects they backed either ‘died on the vine’ or courtesy of using two sets of accounting books, produced meager returns. One classic case study is the Academy Award winning film and box office blockbuster “Crash”, coincidentally produced by David Glasser and industry titan Bob Yari.  This was a small budget project investors backed but “somehow” didn’t produce any profits for distribution to those investors. For the record, the film Crash, written and directed by Paul Haggis, was produced on a budget of $7.5mil and brought in $250mil in ticket sales. According to Glasser’s partner Yari, the film was not profitable. According to a civil court finding, it was, and the producers were ordered to disgorge millions.

The connection between Glasser in that case, seems more than ‘tangential’, a phrase Glasser has invoked multiple times to investigators when being named a ‘person of interest’ in film funding schemes that have gone sideways under his watch. Glasser was also a target in a convoluted criminal investigation into the 2001 financing behind a remake of “Devil and Daniel Webster,”  the first and last directorial debut for Hollywood bad boy Alec “Bloviator” Baldwin, who also starred in the film with among others, Sir Anthony Hopkins and Jennifer Hewitt.  As reported at the time, before the film could be completed, Baldwin went over the limit on expenses, including renting a government venue for shooting certain scenes. When confronted with the bill, he claimed (to the FBI) that Glasser committed fraud. The reels were ultimately seized during post production editing by a bankruptcy court. In partnership with Bob Yari, Glasser then quietly acquired the rights from the bankruptcy court for pennies, the “new producers” then changed the title and sold the property to Starz. The story behind Glasser’s role in the financial shenanigans is the topic of a novel making its second way around book publishing circuits, but upon closer look, that case is part of a longer trail in which Glasser has found to have defrauded investors.

Entrepreneurs seeking to raise capital for an innovate product or industry disruptive business model need to follow two first steps: assembling a compelling business plan that is complemented by investor offering documents that comply with securities laws and regulatory guidelines relating to private placements to accredited investors. A leading firm that specializes in the full spectrum of capital formation documents and collateral is Prospectus.com

As evidenced by interrogating pacer.gov–Glasser is better cast as a serial financial fraudster who has racked up multiple civil court judgements in various jurisdictions, -each of which determined Glasser had perpetrated fraud relating to ‘pre-production film financing’ schemes in which investors lost all and restitution awards were mandated by the various courts. As best as can be determined, those restitution awards, totaling several millions of dollars, remain unsatisfied. In 2004, in the midst of various litigations, Glasser transferred ownership of his $2.8mil home in Hollywood’s Calabasas community to a ‘trust’ held by him and his wife.  Why the complicated 3 Card Monty game to shield title to that asset? One could conclude (as many have already) the ‘former child actor’ is a notorious bad actor, as evidenced by the cases below.​

Here’s 1 example http://caselaw.findlaw.com/tn-supreme-court/1651031.html.
A quick trip to court record database www.pacer.gov provides more insight to cases back in ’05 ’06 and ’14 3 other cases prior to ’05 are not available in the pacer.gov dbase, but through a stealth investigations, those records are being held pending what could prove to be a blockbusting class action law suit against Glasser.

1 Glasser, David C. (dft) flsdce 0:2005-cv-61655 140 10/14/2005 08/18/2006

2 Glasser, David C. (dft) txwdce 6:2006-cv-00178 370 06/26/2006 04/20/2007

3 Glasser, David C. (dft) cacdce 2:2014-cv-01947 890 03/14/2014 05/07/2014

4 Glasser, David C. (dft) cacdce 2:2014-mc-00058 890 01/31/2014

As Fortune CEOs Take Unequivocable Stand -This BD Bids On

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August 15 2017-A Special Editorial from BrokerDealer.com: Most Fortune CEOs, as well as leaders of Investment Banks and Broker-Dealers (aka BD) are typically loathe to take a political stand. For the former, making pronouncements that will raise the ire of the current president are likely to be met by “injury by twitter,” or worse still, federal agency scrutiny of the company, which could prove devastating for public company shareholders. For the universe of corporate leaders with a conscience and also recognized thought-leaders, only a few have yet to prove unequivocal when reacting to the equivocal comment made by President Trump when framing his first view of what US Attorney General Sessions labeled as a”domestic terror event.” We’re referring to the white supremacist rally that led to 3 deaths and multiple injuries in Charlottesville, VA this past weekend.

For investment banks and broker-dealers, let’s face it-politics and business mix best with each other when done over cocktails or discrete ‘off-site’ meetings to discuss new capital market initiatives, deal issuance and/or asset management mandates. After all, most traditional broker-dealers eschew taking a political stand that opposes the federal government administration, simply out of fear that the long lips of the current WH CEO will whisper to administration-appointed SEC bureaucrats with a message akin to ‘the right industry regulator might want to make this [firm] go away..” Most, but not all is the catchphrase that compels a re-distribution of a capital markets desk commentary that focuses on fixed income markets and along with a smidgen of geopolitical observations and delivered to a captive group of leading Fortune 500 corporate treasurers, as well as a select group of sell-side syndicate desk ‘book-runners’.  Here’s the extract of the day’s piece, titled Risk On, Risk Off, US-NOKO Tensions Subside; Ugly Heads of Racism Take Top Headline

Investment Grade Corporate Debt New Issue Re-Cap – A View About Charlottesville and the Aftermath

Risk was clearly back on in the financial markets today, as U.S./NOKO tensions fell to the wayside.  Unfortunately prejudice and racism reared their ugly heads in the Charlottesville, Virginia riot over the weekend.  On Monday, Fortune 500 thought leaders Ken Frazier, CEO of Merck & C0., Brian Krzanich, CEO of Intel, and Kevin Plank, CEO of Under Armour each took a stand by protesting the ‘equivocal’ comments made by President Trump in his first response to the domestic terrorism acts in Charlottesvile, which were advanced by self-proclaimed alt-right and white supremacist neo-Nazis.  Our firm  stands with every corporate executive who stays true to their own right-minded beliefs and their company’s dedication to doing right and doing good, many of whom also maintain proactive Diversity & Inclusion initiatives. For those corporate executives who spent all of their undergrad time in finance and accounting classes, and perhaps not as familiar with the history of the United States as they could be, racism and bigotry are diseases, and cancers that every generation of this country has been working to eradicate.

To the above point, one only need to re-read the Constitution and the Bill of Rights to appreciate that D&I is actually part of our country’s DNA. It is also part of the cultural foundation of many Fortune 500 corporations, including Intel, including Merck, including Under Armour and including many others! D&I means respect for and appreciation of differences in ethnicity, gender, age, national origin, disability, sexual orientation, education, and religion. But it’s more than this. We all bring with us diverse perspectives, work experiences, life styles and cultures and we presumably all share a disdain for anyone and any group that attempts to dismantle, disrupt and or destroy. Kudos to Mssrs. Frazier, Krzanich and Plank for putting themselves in harm’s way and risk of “injury by Twitter” for being true leaders and staying true to their convictions and their constituents. Kudos also to the many Fortune executives who have raised their own voices and to those who, like Jamie Dimon, have opted to protest by remaining that much more proactive in the WH-appointed roles in which they serve as volunteers.

Today’s VIX closed 3 bps tighter versus Friday’s close. Also a reminder that tomorrow is August 15th – “mid-August” – that’s when North Korea’s illustrious “bad boy” proclaimed that he’d have his master plan ready to bomb Guam developed by.  One week from today on Monday, August 21st begin joint U.S-South Korean military exercises referred to as Ulchi-Freedom Guardian. The exercise began in our Bicentennial year of 1976. North Korea has annually perceived the joint exercise as “preparation for war.” It is the world’s largest computerized command control implementation. Up to 80,000 American and South Korean troops have participated in this exercise in the recent past.  The game will go on for two weeks before concluding on Thursday August 31st.  Enjoy the show Mr. Jong-Un. You’ll have front row seats though I recommend binoculars. Here’s lookin’ at you kid!

If you ask me this is the perfect time for corporations to issue bonds. Not a bad thing will really happen, risk is back on and summer vacations are quickly approaching. My prediction – expect Amazon to the hit the tapes first thing tomorrow morning.  Free market enterprise at work. Ya gotta love it!

Today’s IG Corporate dollar DCM finished with 5 issuers that priced 7 tranches between them totaling $4.10b

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Private Placement Offering Memorandum Experts: Over-Subscribed!

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Private Placement Offerings Surge as Demand for Offering Memorandum Document Experts Follows Along

Whether due to improving economic conditions in the US as well as various other parts of the world, or due to technology advancements that serve as the catalyst to innovative products and services that solve legacy business challenges, the global private placement marketplace is surging. With this new era of entrepreneurship, the need for investor offering memorandum experts is likewise cascading. In Wall Street parlance, the demand for such experts is nearly “over-subscribed,” meaning the supply of capable professionals who specialize in preparing fully-compliant investor offering documents is being stretched thin. But, at least one firm within the professional services sector is addressing the investor documentation needs of forward-thinking business enterprises and they are situated neatly within the “curl of the wave”-all you need to find them is a search engine and the right key words/phrases.

Operating under the web banner OfferingMemorandum.com, the firm behind this portal is NY-based Broker Dealer LLC and with footprints in various cities across the global financial services ecosystem, they are leading the pack by making it simple and easy for broker-dealers*, captive business advisors and corporate lawyers for companies of any size and located in nearly every geographic location of the world to engage local securities law professionals and investor offering document experts who specialize in preparing preliminary offering memorandums, red herrings and final offering prospectus documents that conform to financial industry best practices and comply with local regulatory guidelines that govern investor solicitations. (*For various reasons, registered broker-dealers do not prepare the investor offering memorandum or an offering prospectus, and it is therefore incumbent on the Issuer to provide the investor offering documents.)

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Ryan Gorman, Prospectus.com

According to Ryan Gorman, a PR-IR-Corporate Communications expert who works with many startup companies, “While some capital markets  professionals will attribute the continued spike in private placement issuance to the ‘Trump Bump”,others will credit the evolution of the JOBS Act [the US legislation spearheaded by former President Obama intended to make the regulatory steps more simple for small companies in the US to raise capital], global macro gurus point to the rising economic tides in various regions of the globe. That said, nobody disputes the number of new companies and latter-stage funding initiatives for small, medium and large companies remains in an unobstructed uptrend.

Private Placement offerings are surging and direct IPOs are gathering steam. But, for those seeking to raise capital for a start-up or to fuel expansion for a fast-growing business, any entrepreneur worth his salt knows their first step is preparing a cogent business plan, then consolidating that blueprint into a short-form ‘pitch deck’ and once prospective investors have expressed interest in the investment opportunity, the enterprise seeking capital (aka “Issuer”) provides the investor with an offering memorandum or an offering prospectus. Simple as this process might sound, offering memorandum preparation is non-trivial and is typically performed by securities attorneys who specialize in investor offering documents. Also known as an “OM”, the offering memorandum is perhaps the most critical document, as it frames the terms and conditions of the investment, and when prepared within the context of best practices, the offering memorandum is the document that both Issuer and Investor can hang their hats on. Somewhere in the mix, the enterprise that seeks funding (also known as the Issuer) might engage a registered broker-dealer to serve as a placement-agent aka underwriter for the financing round, or the Issuer may already have identified investors and has determined there is no need to engage a broker-dealer

*Registered broker-dealers generally serve as a placement agent or underwriter for a capital raise, but typically defer to the Issuer to provide them with the investor offering documents, as such it is the obligation of the Issuer or their corporate counsel to create an offering memorandum or a prospectus. In most instances the Issuer will engage their law firm to prepare these documents, and increasingly, law firms that do not have a securities law practice will outsource or sub-contract to firms that dedicated to this type of work. As the number of private placement offerings and direct IPOs via Regulation A+ continues to grow, portals such as OfferingMemorandum.com and Prospectus.com provide a unique solution.

US SEC Brings in Top Gun Lawyer to Promote IPOs, Expand JOBS Act

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May 15–The US Securities & Exchange Commission (SEC), following policy goals advanced by the Trump administration, is sharpening its focus on encouraging private companies to go public via IPOs. Towards that effort, veteran Silicon Valley tech deal lawyer Bill Hinman, a former partner of Simpson Thacher & Bartlett who has guided the likes of among others, Apple Inc (NASDAQ:AAPL), Alphabet Inc. (NASDAQ: GOOGL) and Facebook Inc (NYSE:FB)  has been appointed Director of the SEC’s Corporation Finance division; the unit that oversees initial public offerings.  SEC Commissioner  Jay Clayton, who has called for scaling back requirements on listed firms and argued the government should make it “more attractive” to go public and according to Clayton, “Bill Hinman is the ideal man for the job.”

The top Corporation Finance Division post will be crucial because of the unit’s role in writing rules that govern public and private capital-raising.

In an interview, Mr. Hinman said “spurring more public offerings is a worthy goal of regulators, because investors benefit from the detailed public disclosures.” Hinman has also voiced his view towards further expanding the 2012 Jumpstart Our Business Startups Act. The law, also known as the JOBS Act, passed with bipartisan support and was hailed as the first sign that Washington understood how the internet could be used to help smaller companies raise money without turning to Wall Street.

“To the extent the SEC can make it more attractive and efficient to raise capital here, we are going to want to do that,” he said. “That is our primary focus and challenge going forward.”

Companies raised $2.1 trillion in private placements of stocks and bonds in 2014, compared with about $1.35 trillion for public sales of equity and debt, according to SEC figures. The decline in U.S. public listings has happened as fast-growing startups such as Uber Technologies Inc. and other “unicorns” have been able to get the cash they need from venture capitalists.

However much deal makers have lauded the SEC’s new-found resolve to promote public offerings, some market participants say they don’t see the problem that Mr. Clayton has said he wants to solve. “The real question is do small-growth companies have access to capital, and they do,” according to Robin Graham, managing director and head of technology, media and communications at Oppenheimer & Co. Inc. “It’s just in the private markets.”

According to Samuel Goldberg, a senior partner at Prospectus.com, a firm that specializes in business plan writing, feasibility studies and the preparation of investor offering documents and guiding private companies throughout the course of both private placements and public capital raising initiatives, “Public markets are ultimately the holy grail for start-up companies; easing the complexities of public listing can prove helpful for those who have private investors seeking exit strategies and enabling share Issuers to attract a new and much broader universe of investors.”

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