Yura Barabash Lori Patterson Primary Capital Baker Donelson Kurt - - PowerPoint PPT Presentation

No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Arthur Magee

Primary Capital

Yura Barabash

Primary Capital

John Leo

Primary Capital

Kurt Reuss

Primary Capital

Lori Patterson

Baker Donelson

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Primary Capital

Investment banking firm with 16 years private placement experience:

• Involved in (17) EB-5 transactions
• Offices in New York, Shanghai and Boca Raton
• Bi-lingual staff (Mandarin, Cantonese, Russian, Spanish)
• Capable of participating in presentations in China, the US and

Latin America.

• FINRA member, SEC registered Broker Dealer firm

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

SEC Enforcement Actions in 2015

20+ enforcement actions (estimated) related to EB-5 last year.

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

SEC Examination Priorities For 2016

Office of Compliance Inspections and Examinations (OCIE) of the SEC has selected their 2016 examination priorities, in consultation with the Commissioner and SEC senior staff. Private Placements. OCIE will review private placements, including

• fferings involving Regulation D of the Securities Act of 1933 or

the Immigrant Investor Program (“EB-5 Program”) to evaluate whether legal requirements are being met in the areas of due diligence, disclosure and suitability.

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Do I Need A Broker Dealer?

• Reg D
• Reg D 506(c) - General solicitation
• Crowd funding
• Multiple transactions
• Reg S
• Registration w/the state as an RIA

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Compliance Services Offered

Review and Advise

• Financial Model
• Marketing Materials
• Policies and Procedures

Oversight

• Contact Investors
• Guidelines for Selling

Activities

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Due Diligence

• Background Checks
• Site Visit
• Offering Documents
• Project Documents
• Disclosures

3rd-Party Promoters

• Agent Registration
• Agent Agreements
• Offering Guidelines

Compliance Services Offered

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Certifications

• Compliance with Reg S and

Reg D

• Compliance with Federal &

State Securities Laws Maintain Records

• Maintain Sales Records for 5 Years
• Maintain Due Diligence File

Compliance Services Offered

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Registered Investment Advisor (RIA)

• SEC threshold = $150m of assets under management (subject to

certain exemptions)

• Must report to every state you do business in
• Must register in your home state
• Registration required once you break escrow

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No legal advice is being provided; the material and comments discussed are intended to provide general information only

SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL ‹ ›

Additional Benefits of a Broker Dealer

• Assistance in structuring deals
• Improve deal marketability
• Introductions to private equity, bridge financing
• Introductions to agents in China
• Attend presentations on behalf of the deal
• Organize and participating in Reg D roadshows

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