EB-5 Regional Centers

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Wesley Allison
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1 EB-5 Regional Centers Carolyn S. Lee (dl), Ithaca, NY Edward J. Carroll, Burlington, VT Steven T. Anapoell, Irvine, CA Jeffrey B. Carr, Williston, VT Determining if Regional Center Designation Is an Option Who is the prospective RC client? Real estate developers Financiers Local governments Foreign nationals, entities Designation vs. entity Source Determining if Regional Center Designation Is an Option Who are the team members? Immigration lawyer Economist Corporate and securities counsel Business plan writer? RC principal(s) Sometimes - developer

Real estate developers Financiers Local governments Foreign nationals, entities Designation vs.

2 Elements of RC proposal What s in there? Statute 610 Reauthorization Regulations 8 CFR 204.6(m) Instructions to Form I-924 what USCIS expects Elements of RC proposal Key concepts TEAs Jobs created indirectly and reasonable methodologies Economic impact analysis and EB-5 project Key element: Economic Impact Analysis What does an economist do? Role within team When called Major I/O models used and accepted RIMS II, IMPLAN, REDYN, REMI Choice of tool--which is most accurate Accuracy is key because it sizes the EB-5 capital raise

methodologies Economic impact analysis and EB-5 project Key element: Economic Impact Analysis What does an economist do?

3 Key element: Economic Impact Analysis Example: Economic-job report says 500 job impact 500 jobs *.6 = 300 jobs (for 10 jobs per EB-5 investor math) 300 jobs / 10 = 30 EB-5 Investors 30 EB-5 Investors * $500,000 = $15.0 million Note: The.6 above equates to a 40% surplus job cushion typically demanded by EB-5 marketing agents. Key element: Economic Impact Analysis What does an economist need? Detailed project business plan Study region Timeframes Key element: Economic Impact Analysis Challenges for the economist Zealous clients USCIS standards Current issues

6 above equates to a 40% surplus job cushion typically demanded by EB-5 marketing agents.

4 Amendments to the Regional Center Designation RC growth and change how to? Geography Industry Form I-924 Instructions Filed with CSC + fee Processing times Project "Pre-approvals The Exemplar I-526 Safety net under overseas flight? Preapproval December 2009 Memo Procedure and Form I-924 Effects Project "Pre-approvals The Exemplar I-526 Work in progress. USCIS challenges Director Mayorkas proposals Innovations

"Pre-approvals The Exemplar I-526 Safety net under overseas flight?

5 Recruiting Investors What does a securities lawyer do? Role within team When called Recruiting Investors Overview of Securities Act of 1933, as amended Securities and Exchange Act of 1934, as amended Investment Company Act of 1940, as amended Investment Advisers Act of 1940, as amended Securities Act of 1933 General Statement of law Regulation S Regulation D Disclosure Requirements Recommended use of PPM Compliance with local laws

and Exchange Act of 1934, as amended Investment Company Act of 1940, as amended Investment Advisers Act of

6 Securities and Exchange Act of 1934 General Statement of Law Definition of Broker Issuer Exemption under Rule 3a4-1 Use of Unregistered Offshore Domestic Finders Securities and Exchange Act of 1934 (cont d) Effect of not qualifying for an exemption from Broker-Dealer Registration Civil and criminal penalties Rescission rights Investment Company Act of 1940 General Statement of Law Is the Issuer an investment company? Available Exemptions

qualifying for an exemption from Broker-Dealer Registration Civil and criminal penalties Rescission rights

7 Investment Advisors Act of 1940 General Statement of Law Registration (as amended by Dodd Frank) Federal State Anti-Fraud Provisions of Section 206 of the Advisers Act Organizational Structure of Pooled Investment Vehicle Limited Partnership/LLC or Corporation Management Rights -- Uniform Limited Partnership Act Use of Proceeds No Guaranteed Return of Investment (no impermissible redemption rights) Hot Button Issues What are the most pressing RC issues? TEA state designations Bridge financing Director Mayorkas Memo

Corporation Management Rights -- Uniform Limited Partnership Act Use of Proceeds No Guaranteed Return of Investment (no

8 I-924A and Ongoing Regional Center Compliance Safe flying Section 610 purpose New Form I-924A Timeframe for reporting 8 CFR 204.6(m)(6) and termination Questions & Answers

EB-5 Immigrant Investor Program & U.S. Securities Laws

EB-5 Immigrant Investor Program & U.S. Securities Laws Ronald R. Fieldstone, Esq. Arnstein & Lehr LLP 9672564.1 1 Summary of Employment Based Fifth Preference (EB-5 Program) for Immigration Purposes Overview