SELLING DOCS. Investor deck PPM Videos (optional) Review by OfferBoard DUE DILIGENCE BINDER

Size: px

Start display at page:

Download "SELLING DOCS. Investor deck PPM Videos (optional) Review by OfferBoard DUE DILIGENCE BINDER"

Milo Newman
8 years ago
Views:

1 Offering Process

2 ONBOARDING Listing DOCUMENTS MARKETING CLOSING Initial call with OfferBoard banker Submission of Listing Application on OfferBoard.com Mandatory diligence checks (EarlyIQ) Fundability Score TM Executive Summary Draft profile creation Execution of engagement letter Finalization and approval of profile Profile listed on OfferBoard Investor marketing initiated SELLING DOCS Investor deck PPM Videos (optional) Review by OfferBoard DUE DILIGENCE BINDER DD Checklist provided by OfferBoard Virtual Data Room set up Review by OfferBoard Investor solicitation and communication Virtual road shows Investor accreditation & suitability checks (EarlyIQ) Term sheet execution Due diligence by investors Subscription agreement execution Escrow agreement execution Escrow funded by investors Escrow released to Issuer when target amount reached Shares issued to investors Deal closed Reg D filings Carrollton Capital Partners, LLC (d/b/a OfferBoard), member FINRA/SIPC 2

Investor marketing initiated SELLING DOCS Investor deck PPM Videos (optional) Review by OfferBoard DUE DILIGENCE BINDER DD Checklist provided by OfferBoard Virtual Data Room set up Review by

3 ONBOARDING 3

4 ONBOARDING PROCESS Initial call with offerboard banker 2 Submission of Listing application Mandatory diligence checks Introduction to OfferBoard platform and services Discussion of issuer s business & financing needs Overview of OfferBoard s placement process Discussion of engagement terms Register as an issuer on offerboard.com to access listing application Listing application allows OfferBoard to: 1. Initiate listing process 2.Perform mandatory diligence checks 3.Prepare draft issuer profile Includes Patriot Act, OFAC and Regulation D 506(c) / bad actor checks on key management and large shareholder Performed by an independent firm, EarlyIQ Fundability score The Fundability Score rates a company s attractiveness to investors based on user input Proprietary scoring system for issuers to evaluate likelihood of raising capital on OfferBoard platform Fundability Score uses historical transactions to review companies across 60+ criteria The score is strictly private and only visible to issuer and OfferBoard Executive summary Issuer provides executive summary of business to OfferBoard Draft listing profile OfferBoard prepares preliminary listing profile Profile is kept strictly private and shared with issuer only for review and comments 4

com to access listing application Listing application allows OfferBoard to: 1. Initiate listing process 2.Perform mandatory diligence checks 3.

5 LISTING 5

6 LISTING PROCESS Finalization & Offerboard Engagement Agreement Approval Of Listing Profile Issuer Profile Listed on the Board Contract provided by OfferBoard for one of two mandates: Platform-based mandate under Reg D 506(c) Service-based mandate under Reg D 506(b); traditional private placement Execution of engagement letter required to proceed OfferBoard works with issuer to finalize listing profile Profile listed in one of three models (issuer s choice): VIP mode: profile not visible on website; this applies to 506(b) mandates only Anonymous mode: issuer name not disclosed in profile Public mode: issuer name disclosed in profile 6

7 SELLING MATERIALS & DUE DILIGENCE BINDER 7

8 SELLING MATERIALS Required Selling Materials Executive Summary /Teaser Investor presentation Detailed presentation of business in slide format Considered confidential document; shared with interested investors under NDA or with prior issuer consent Private Placement Memorandum Should cover detailed business, legal and risk profile, prepared by issuer and issuer s legal counsel Considered confidential document; shared with interested investors under NDA or with prior issuer consent OfferBoard can assist in the development of PPMs. Optional selling materials Videos, press articles and multimedia AL L S ELLI N G MA T E R I A L S AR E SU B J EC T T O RE V I E W AN D AP P R OVA L B Y OF F E R B OAR D / TH I R D PA R T Y EV A LU A TO R 8

legal counsel Considered confidential document; shared with interested investors under NDA or with prior issuer consent OfferBoard can assist in the development of PPMs.

9 DUE DILIGENCE BINDER Executive Summary / teaser Investor presentation Due Diligence Checklist provided by OfferBoard All documents organized in private Virtual Data Room (VDR) provided by OfferBoard Documents are uploaded by issuer to VDR folders set up by OfferBoard Detailed presentation of business in slide format Considered confidential document; shared with interested investors under NDA or with prior issuer consent VDR materials are confidential and made available to interested investors under NDA or with prior issuer consent Additional documents may be requested depending on investors due diligence requirements AL L DU E DI L I GE NC E DOC UM E NT S AR E SU B J EC T T O RE V I E W AN D AP P R OVA L B Y OF F E R B OAR D / TH I R D PA R T Y EV A LU A TO R 9

investors under NDA or with prior issuer consent VDR materials are confidential and made available to interested investors under NDA or with prior issuer consent Additional documents may be

10 Marketing 10

11 MARKETING AND INVESTOR ENGAGEMENT Investor solicitation: provide profile visibility to investors on OfferBoard platform and within our networks Virtual road shows: issuer pitches in webinar format organized by OfferBoard Investors invited to live webinar Webinar archived for future viewing by interested investors 11

road shows: issuer pitches in webinar format organized by OfferBoard Investors

12 INVESTOR PROCESS Investor Accreditation Checks Only accredited investors permitted under Title II of JOBS Act Interested investors accreditation checked and confirmed by OfferBoard using EarlyIQ Term Sheet Execution Issuer s term sheet negotiated and executed with lead / large investor(s) Term sheet not generally negotiated with smaller investors; required to execute as is Investor s Due Diligence Access to Virtual Data Room provided under term sheet Management calls and meetings if required. 12

negotiated and executed with lead / large investor(s) Term sheet not generally negotiated with smaller investors; required

13 Closing 13

14 CLOSING PROCESS Subscription Agreement 2 Escrow Agreement Escrow funded by investors (Multiple fundings) Issuer s subscription agreement negotiated and executed with lead / large investors Subscription agreements not generally negotiated with smaller investors; required to sign as is Escrow agreement executed contemporaneously with subscription agreement Escrow services facilitated by OfferBoard Investment funds transferred by investors to escrow through secure escrow transaction service Funds held in escrow until target funding amount is achieved Funds in escrow released to issuer when target amount is met or exceeded 4 Issuance of Shares to investors Upon release of escrow funds to issuer, dematerialized shares of issuer are transferred to investors Regulation D filing: Statutory filing made by issuer to SEC within 15 days of closing. 14

OfferBoard Investment funds transferred by investors to escrow through secure escrow transaction service Funds held in escrow until target funding amount is achieved Funds in escrow released to

EB-5 Advisory Services & Support. Facilitating Growth of U.S. Companies, Generation of New U.S. Jobs and Permanent U.S. Residency

EB-5 Advisory Services & Support Facilitating Growth of U.S. Companies, Generation of New U.S. Jobs and Permanent U.S. Residency 2015 0 InvestAmerica EB-5 Funding Advisory Services Practice InvestAmerica