All company founders do not have the start-up capital necessary to establish and operate their company. BB&C represents both companies issuing debt and equity securities and individuals and institutions investing funds into companies. BB&C can offer advice and guidance for evaluating, structuring, negotiating, and closing private venture capital investments to help get your company up and running.
Typically the sources for private equity are: (1) Founder’s Capital; (2) Friends and Family; (3) Formal Angel Investor Groups; and (4) Institutional Private Equity and Venture Capital Investors. BB&C works with all of these types of funding sources to determine the appropriate capital structure for companies and then to implement the plan.
Prior to determining the correct avenue for raising money, BB&C can help formulate the best capital structure for your business. Broadly, capital structuring means the way a company finances its operations through a combination of equity and debt. During the formation of the business enterprise, this means the number, classes and preferences of shares authorized for issuance by your entity. If you anticipate bringing in investors either the time of formation of your business or shortly thereafter, the Articles of Incorporation or Organization and Bylaws or Operating Agreement will be much different than if you plan to own the business enterprise solely on your own for the foreseeable future.
Once the capital structure is formulated, the next step is the private placement of securities. This is the case whether you want to sell stock to your friends and family or to institutional investors.
Private Placement of Securities. Once the planned capital structure is finished, we can help you carry out the issuance of securities – whether corporate stock, limited liability company units or membership interests, limited partnership interests, debt instruments or promissory notes. During this process we will:
- Determine the exemptions for sale of the securities such as:
- Intrastate offering exemption
- Section 4(2) of the Securities Act
- Regulation D Offerings
- Rule 504
- Rule 505
- Rule 506
- Obtain a Central Index Key (CIK) for your business from the Securities and Exchange Commission (SEC) and file your Form D with the SEC and make the appropriate State filings
- Prepare the private placement memorandum
- Prepare or revise the organizing documents such as the Articles of Incorporation or Organization and Bylaws or Operating Agreement to conform with the terms of the exempt securities offering
- Prepare the Subscription Agreement
- Prepare the Investor Questionnaire
- Carry out the issuance of the securities to the investors pursuant to the subscription agreements including tracking the issuance of the stock, placing appropriate legends on the stock certificates and providing transaction transcripts to the company and each investor
Attorneys:
- Stuart R. Gutwein
- Andrew S. Gutwein