Private Placement Services Portal Changes Name to PPM.co

Posted on July 13, 2016 by admin

Industry Platform Adds To Full Suite of Private Placement Product and Service Offerings with Launch of New Website

(PRweb)–New York, NY–July 12 2016- PPM Services, Ltd, the global consulting firm specializing in private placement memorandum document preparation for debt and equities and business plan preparation services for start-ups, announced today that it has introduced a new suite of products and re-branded its website platform under the new domain, PPM.co. Owned and operated by parent company Broker Dealer LLC, PPM.co has also introduced new modules to its platform to support entrepreneurs and fast-growth business enterprises that are in need of documentation for Regulation A+ equity crowdfunding initiatives, Regulation D Exemptions, Eurobond and 144a bond and Regulation S offerings, EB-5, as well as CUSIP and ISIN code application services.

The updated PPM.co platform includes a newly-introduced referral service module for law firms, accounting firms and private investment brokers in need of outsourced securities offering document preparation services, as well as a recently-established investor relations and public relations service for companies in need of expert guidance and implementation of brand awareness and social media campaigns. Concurrent with the brand update, the firm has updated its Twitter account to @PPMexperts. The firm’s FaceBook page is available via this link.

About PPM.co

Established in 1999, PPM.co through its predecessor entities has provided documentation preparation services and investment offering material for hundreds of start-ups, fast-growth and well-established companies in virtually every part of the free world. PPM.co maintains its corporate office in New York’s Trump Building at 40 Wall Street, and regional offices staffed by a professional network of investment banking and legal consultants in Los Angeles, Austin, TX, Chicago, IL and Boston, MA, as well as London, Singapore, Hong Kong and Tel Aviv. Our expertise extends across most offering types, ranging from private placement memorandum (PPM) and business plan writing services to 144A offerings, Regulation A and Regulation A+, Regulation S (Reg S or 144a-Reg S mixtures), securities listing, Euro bond creation, IPO services, and obtaining securities identification numbers including CUSIP and ISIN (International Securities Identification Number). The firm’s website is located at www.ppm.co and social media outlets Twitter via @PPMexperts and FaceBook

Broker-Dealers Get Into Equity Crowdfunding

Posted on May 16, 2016 by admin

May 16 2016 marks the beginning of what could be an avalanche of private equity offerings promoted via the web, and there is is an opening for broker-dealers now that equity crowdfunding is formally approved by the US SEC. It’s all thanks to the JOBS Act and SEC Regulation Crowdfund, which totals 685 pages of rules to live by for those in the U.S. Equity Crowdfunding space, including brokers and marketers working with entrepreneurs and startups that are seeking to raise money for their initiatives.

When it comes to preparing for today’s “May Day for Crowdfunding”, few have worked harder than the founders of legal document service provider iDisclose.com, which is led by co-founder and CEO Georgia Quinn, a glass-wall breaking securities attorney who has become a leading expert in the domain of documentation for private securities offerings and equity crowdfunding. Adding further credibility to Ms. Quinn’s stature within the space, she is Of Counsel to New York-based business and securities law firm Ellenoff Grossman & Schole LLP. That firm’s ‘name partner’, Douglass Ellenoff, Jr is also the co-founder of iDisclose.com.

While a steadily-increasing number of regulators in Europe and other regions have already embraced equity crowdfunding (led by the U.K. based on number of platforms and deal offerings), it has taken several years since the passage of the JOBS Act in the United States for regulators to actually establish the proper goal posts for this playing field. This several-years-in-the-making planning stage, during which the U.S. Securities and Exchange Commission has been fine-tuning the regulatory regime in which private placement offerings can be ‘advertised and promoted’ to individual investors without the friction long-associated with private offerings available only to institutional and ultra high net worth investors has included the creation of a cottage industry of service providers. Now that the advance planning for a piece of the equity crowdfunding pie has run its course and Monday May 16 is when the curtain will launch, it’s now “Ready, Fire, Aim” time. Or, to hijack another adage, “Let The Games Begin!” With that, few service providers have worked harder or longer in gearing up for “May Day for Crowdfunding” than iDisclose.com.

To read the entire story from RaiseMoney.com, click here

Broker-Dealers Move Into Crowdfunding

Posted on January 7, 2016 by admin

(WealthManagement.com) A new crop of broker-dealers and funding portals are forming to capitalize on new equity crowdfunding rules.

The total number of Financial Industry Regulatory Authority (FINRA) member retail brokerages has been on the decline for the last five years, but one sliver of the universe is showing new signs of life: A new crop of broker/dealers and online funding portals are joining FINRA to capitalize on new opportunities made possible by the JOBS Act of 2012. The legislation prompted the SEC to make it easier to market and solicit investments, and opened the door for small businesses to engage in so-called “equity crowdfunding.”

About 15 to 20 of these new firms have signed on since 2013, according to Fishbowl Strategies, with another three to six launching soon, in anticipation of a wave of issuers and investors entering the market. Whether there is a crowd for equity crowdfunding remains to be seen.

But Paul Boyd, managing partner at ClearPath Capital Partners, a wealth management firm for tech entrepreneurs, says there
is plenty of pent-up demand and a backlog of Reg D deals that are moving forward.

Boyd also expects the next phase of the JOBS Act, Title III, will bring a lot more attention to capital raises online. Set to go into effect in May, those rules let any investor, accredited or not, invest in unregistered securities online (with limits on the amounts that can both be invested, and raised, in a year). The tech-fueled vision of bypassing stuffy financial intermediaries in favor of a new-class of SEC-registered and FINRA member “crowdfunding portals” has inspired a flotilla of startups to enter the space.

Many of the new entrants have affiliated agreements with brokerdealers. Some have launched their own b/ds.

WealthForge launched its own b/d to provide all the services needed to complete a private securities transaction, including investor accreditation, regulatory filings and escrow. Co-founder and CEO Mat Dellorso says the new rules—and bringing the process online—have spurred their growth.

“When you bring the internet and you’re allowed to advertise a private security through 506(c), more investors do take part,” he says. WealthForge has completed 150 private financing transactions, bringing in 2,500 investors. “A traditional investment bank might complete three or five a year,” he says. “It’s a lot more volume because it’s more transparent and online now.

“Normally these transactions take weeks and months, but an investor can literally invest in a private placement on our platform in a matter of minutes,” he says.

Dellorso doubts they will do much work with firms looking to raise capital through the exemptions for non-accredted investors.

CircleUp is another new broker-dealer with a focus on consumer products and retail companies. Bhakti Chai, which makes Fair Trade Certified tea, raised nearly $865,000 on the platform.

Folio Institutional, a self-clearing broker/dealer, saw the interest around equity crowdfunding and decided to launch an online equity and debt-funding platform in September. Since the firm can custody the securities, it can enage in secondary-market transactions and, potentially, public offerings.

For the entire article from WealthManagement.com please click here

SEC Passes Equity Crowdfunding Rules-A Boon For BDs?

Posted on October 31, 2015October 31, 2015 by admin

Will New Regs Create A Boon For BDs? Brother, Can You Raise $1mil?

(RaiseMoney.com)–If only coincident to the Halloween Trick or Treat Holiday, it’s now official, on Friday Oct 30 the US Securities & Exchange Commission (SEC) passed new equity crowdfund regs, opening the path to what some believe will be a multi-billion dollar tidal wave of startup funding, and also, what more cautious experts believe could be an entirely new cycle of speculative investing by unsophisticated investors. The new rules approved will make it easier for start-ups to sell shares directly to the masses. Brother, can you spare $1million?

They could also be big business for a broad universe of broker-dealers, as well as handful of Los Angeles firms (among many others) that want to act as the stock exchanges where these deals will take place.

The rules, which will take effect in about six months, allow private companies to raise up to $1 million a year from small-time investors without most of the reporting and auditing required of larger firms or companies raising more money.

For the entire story from RaiseMoney.com, please click here

Equity Crowdfunding and BrokerDealer Rules

Posted on October 8, 2015 by admin

BrokerDealer.com curators have received many inquiries from across the industry with regard to equity crowdfunding rules and regs. As spotlighted by industry experts at RaiseMoney.com, the portal launched by Wall Street expats, the SEC is getting ready to formally announce new rules for the multi-billion dollar crowd fund industry, and towards addressing the common questions, below is post produced by Scott Purcell, serial entrepreneur and founder and CEO of FundAmerica. Purcell keeps a highly informative blog, focusing on equity crowdfunding in the US, and we are sharing the latest post below…and remind our readers that the following is for informational purposes only. BrokerDealers or Investment Advisors who are engaged in crowdfunding initiatives should consult with their compliance officer and an attorney.

This is the single most common question I get asked. There’s a lot of misinformation about this, so let’s clear it up…

BrokerDealer.com hosts the world’s most comprehensive database of brokerdealers operating across 35 countries worldwide

Keep in mind that a “platform” is just a website. It’s NOT a business in and of itself (people often confuse a 506b/c or Reg A platform with a Title III “portal” as defined in the JOBS Act, and they are very differrent things). A platform is simply a tool for general solicitation. So you are not a platform, you are an issuer/investment adviser/listing service/broker-dealer who might have a website that lists offerings of securities, might use other websites that promote offerings of securities, might use social media to promote offerings of securities, might run newspaper ads to promote offerings of securities, might send emails to promote offerings of securities…you get the picture.

Platform Types:

There are four main types of businesses using platforms to market securities pursuant to 506-D (aka “Title II of the JOBS Act”) and Regulation A (“Title IV”):

Broker-dealers
Investment advisers
Ad/listing services
Direct Issuers

Which one are you? Well that depends upon your business model.

Broker-dealers can charge commissions based upon the amount and/or success of an offering. They can also make specific recommendations (not to be confused with “general solicitation”, which anyone can do in a 506(c) or Reg A offering whether registered or not). BD’s typically charge around 8%+ of an offering to cover costs associated with compliance, due diligence, sales commissions, etc. So if you want to charge, for example, an 8% commission on a $1M offering then you need to either be a FINRA member firm or a registered representative of one.

NOTE: only BD’s and registered representatives can receive commissions or success-based compensation. You CANNOT receive commissions as a rep and then hand those over to an unregistered person or company. This is a huge mistake we have heard many operators are making; getting someone in their firm registered so the BD can pay them, and then having them hand over those fees as income to the firm. Illegal. Games cannot be played with this (e.g. charging the rep a huge office rent) as regulators are wise to that and the results will not be pretty. So unless you intend to register every single person in your business, or to buy all or part of a broker-dealer, there is no way for you to receive any income tied to the amount or success of a securities offering.

Investment-advisers typically operate on a “2/20” model – meaning a 2% annual management fee on the assets resulting from the funds raised in the offering and an upside profit-share of 20% in the profits of the business/investment (referred to in securities lingo as “carried interest” – it’s called that as it’s your interest in the success of the venture, so don’t confuse it with interest-rate or a commission on the deal). This falls under the Investment Advisers Act of 1940. Thus, under this model it is not necessary (or advisable) to be a BD or a branch-office of one. Starting an IA is generally free as you are usually initially exempt from federal and state registration requirements due to de minimis exemptions. Even when you do hit the threshold for state or SEC registration, the costs are minuscule compared to those associated with operating a broker-dealer.

Ad/Listing services might charge a listing fee that is non-refundable and/or a fixed transaction fee for processing data and/or other types of fees which are not (and cannot be) contingent upon the success of the deal. Issuers come to the platform and agree to pay the ad or listing fees (if any) for displaying their offering. The platform focuses on marketing itself and providing general solicitation services to issuers who engage them. They get no compensation in the form of commissions, fund management fees or carried interest like broker-dealers or investment advisers do. Thus, under this model it is not necessary (or advisable) to be a BD or a branch-office of one.

Interesting: investment advisers and broker-dealers can post the offerings or deals they are selling on listing services platforms. Some such platforms are even aggregating (re-displaying) offerings which are displayed on other platforms. My next article will discuss various forms of syndication.

Issuer-Direct websites (platforms) are run by businesses (e.g. real estate developers, technology incubators and others) to solicit investors for their own deals, and as such don’t charge any fees at all. They are just platforms that list and advertise the offerings to prospective investors as allowed in 506-D and Reg A offerings. These platforms are not subject to any specific regulatory memberships or oversight, though of course the securities themselves still have to comply with the requirements of the Securities Act of 1933 (’33 Act), and the sale of those securities has to comply with each of the 50 “mini-SEC’s” state laws regarding securities dealers. Under this model it is not necessary (or advisable) to be a BD or a branch-office of one (but almost always necessary to engage one to “sell” your securities to states residents).

Why not just go ahead and operate as a broker-dealer even if you really don’t have to? Because unless you’re already a broker-dealer then your expertise is likely elsewhere, it’s not what you do, and the added burden of regulatory compliance can be debilitating to your business and to the offerings your promote; and registered representatives can’t share fees with non-registered persons anyhow. So stick with what you know, and hire other firms to do what they do.

But don’t offerings displayed on platforms have to be under the control of/underwritten by a broker-dealer? No.

So, is my business model legal? Here are a few guidelines…
If operating as an investment advisor, listing service or issuer direct - do not charge fees based upon the amount or success of the offering and don’t make specific investor recommendations (as opposed to general solicitation, which is fine). Engage a broker-dealer to assist you with various federal and state compliance tasks.
If you are operating as a broker-dealer – do not pay anyone (neither individuals nor businesses) any portion of the compensation you are receiving unless they too are registered and you have specific approval to do so from your broker-dealer.
But…as always…check with your securities attorney before you do anything.