012: Practicing Safe Syndication
Mauricio J. Rauld is a PPM Lawyer and the founder and CEO of Premier Law Group. He is a nationally recognized expert in asset protection and private placements. He represents and educates investors from all around the world. He also assists with raising capital and ensures compliance with SEC, State rules, and regulations.
He has been a California licensed attorney for 18 years and specializes in security laws. He helps entrepreneurs like me, raise capital to go on and do bigger and better deals. He has been doing this for 15 years and has helped raise over $150 million dollars. He is just really laser-focused on this particular area of the law which is very specialized.
Topics on Today’s Episode:
- Syndication is the pooling of resources. Usually money to make an investment as a team.
- Providing other resources than money are also valuable to the investing team.
- Taking money from others to manage is a security. The structure doesn’t matter if you are selling a security, you have to comply with all of the security laws.
- When it comes to structure we will figure a way to do it.
- You can get creative and make someone part of a deal, but you can’t just give them a side commission.
- Register syndication with the FCC, or find an exemption to registration, or else it is illegal.
- Registering the syndication is a long and expensive option and your last choice.
- You don’t want to accidently do an illegal offering like failing to disclose something.
- The best option is #2 which is finding the right exemption for your deal.
- The Reg D exemption. These allow you to raise an unlimited amount of money.
- An accredited investor has a net worth of over a million dollars. These are private, you can’t advertise.
- The 1933 act prohibition against marketing a non registered security.
- You can only accept accredited investors.
- You must take reasonable steps to verify that they are accredited.
- Safe Harbor Provision of taking reasonable steps to verify.
- There are also third party verification companies.
- Getting an acquisition fee, all of costs, costs of buying, as long as it is disclosed it can be part of the offering.
- If you don’t have the money, but you have the other skills, you find someone and do a partnership and they put up the money, and get paid back at the end. They can also be the lead investor.
- Corey’s 12.7 million dollar deal. Bam!
- Having earnest money sitting around to lock up a deal. Once the due diligence is done.
- Emotional quotient and ability to handle stress. CQ or curiosity quotient helps you learn the process. so you can recall things.
- PPM or private placement memorandum. It tells you every single way that you can lose your money.
- This is protection for the investor and the syndicator. Because the market can turn and sometimes deals don’t go as planned.
- The PPM is mandatory with non accredited investors. Only accredited investors it is not required but they do need a complete disclosure.
- Each deal is different. The same PPM can’t be used on every deal. You need to do underwriting to understand what disclosures need to be made.
- Due Diligence checklist. Lack of PPM. This is a red flag, cutting corners, and possibly illegal.
- Attention needs to be paid to the whole process of syndication, and it should never be done alone.
Links and Resources Mentioned:
- Premier Law Group
- Mauricio J. Rauld on Facebook
- Curiosity Is as Important as Intelligence
- Devil’s Advocate
“It’s not all about money. Time, relationships, and credit are also valuable resources.” Mauricio Rauld
“Anytime you are taking money from another person with an expectation of managing it, that is a security.” Mauricio Rauld
“Most lawyers like to talk. In a business like this, it is better to listen.” Mauricio Rauld
“If you can find other people with money to invest, you can make bigger deals faster, but you have a fiduciary responsibility to those people and that money.” Corey Peterson
“We only do fat deals. If you do fat deals and they get skinny everyone is still happy.” Corey Peterson
“Less equals more. The less I have to work and not do stupid crap like pushing paper the better.” Corey Peterson
Don’t forget to download my Free Workshop Quickstart Video Series, and if you like what you have heard please leave a review on iTunes. On the next episode, I am going to give a quick shout out to some of my reviewers.