Accredited investor

Australian Politicians Take Note: This is how you do Crowdfunding. USA Passes Regulation A+

david-drake-ceo-ldj-capitalDavid Drake is an early-stage equity expert and the founder and chairman of LDJ Capital, a New York City private equity firm, and The Soho Loft, a global event-driven financial media company helping firms advertise for investors. He writes regularly for Forbes, Thomson Reuters, Huffington Post & Startup88 on Crowdfunding Companies and Real Estate. You can reach him directly at David@LDJCapital.com or make connect on linkedin.com/in/ldjcapital

 

There is a tide in the affairs of men.
Which, taken at the flood, leads on to fortune;
Omitted, all the voyage of their life
Is bound in shallows and in miseries.
On such a full sea are we now afloat,
And we must take the current when it serves,
Or lose our ventures.  Brutus, Shakespeare 

Ed: David has been a Startup88 contributor and campaigner for two years but he is also one of the most prolific writers and speakers on the Crowdfunding Conference Circuit, his travel schedule is Herculean and he is arguably one of the USA’s lead experts on Crowdfunding.

I wanted to write a foreword to this article to make a plea to our Government to follow the USA when passing our impending legislation.

It was a massive surprise to see the US virtually remove all restrictions on Crowdfunding. I think it’s the sign of a mature Government that understands Free Enterprise needs flexible mobile capital and that citizens should be able to make their own choices what they do with their money.

Australian Politicians should open their eyes to what is happening with Crowdfunding, Public Markets and the small investors.

Increasingly Small Investors are turning away from public markets, lack of transparency, insider trading and algorithmic trading mean that the small investor is going to get screwed and I think they know it.

Investors want to help Startups launch and grow and it isn’t just about the investment. Everyone likes the idea of helping a startup launch and grow. 

Investors want to be able to say they were a part of a growth story

Once upon a time Australia rode on the back of the Sheep. In the last 20 years, we have been the worlds mine. Whats our next play? It’s not clear.

Inherently every investor knows that the country needs to get better at technology and science commercialisation and knows the market needs help.

They know there are risks but they also know that we must increase our startup successes, the country must take action. 

In a country where successive Governments have made Gambling available on every street corner and broadcast to every young kid who watches the Football, we are as a nation addicted to Gambling.

Its a absolute joke you can walk into a pub or Casino and bet $50,000 on black or on a horse, any day of the week without interference.

Sadly the same Governments wont let you invest $10,000 to help launch a startup that might one day grow up to be a Google, SpaceX, Tesla, Atlassian, Campaign Monitor, Resmed or Cochlear (and yes there isnt many billion $ Australian companies you can compare, we just haven’t had the same level of success in the tech/science space).

The Australian Venture Capital Space has been underserved for many years, whilst in recent time there has been an increase in seed and angel capital, Series A and B is very limited.

And yet, Australian investors have been playing the startup scene for 100 years, you see Australians love investing in Mining Explorers.

Mining Explorers are essentially the startups that drove our last boom. Without the Explorers Australia would not have had the mining boom.

Mining Explorers have a similar risk profile to Startups, very high failure rate with a massive outcome if successful, a very similar binary outcome.

There is an active market in funding Mining Explorers, the same investors should be able to fund startups. No Liability Mining Companies appear to be able to list with little in the way of disclosure, certainly no revenue and extremely high risk.

Perhaps a similar structure for Startups is appropriate.

Australian Startups need an alternative source of capital and aside from an increase in US VC money and Asian money to cherrypick the top companies, Crowdfunding is the only means which is available.

I appeal to The Hon Malcolm Turnbull who is a supporter of the Startup community to do everything in his power to ensure that our Crowdfunding Legislation does not arrive so bound in red tape and rules that is it stillborn.

I know its not Malcolm’s patch, but he one of the few who understands, essentially a large part of his wealth derives from an Angel Investment which made good.

Remove the limits, open the gates, let the market decide with the appropriate warnings and safeguards.

As an aside Angelist.co is going to make a killing out of this and now for David’s article.

Regulation A+ Passes

On Wednesday, 25th March, 2015, the Securities and Exchange Commission (SEC) approved the final rules to activate implementation of Regulation A+ which is Title IV of the Jumpstart our Business Startups Act, or JOBS Act. The approval of Regulation A+ is a major breakthrough in the crowdfunding industry as it allows startups and small businesses to raise a maximum of 50 million dollars through crowdfunding under this law.

Regulation A+ Background

After Congress enacted the JOBS Act in 2012, the process to correct Regulation A was initiated. Regulation A was a provision in the federal law that paved way for companies to fundraise a maximum of 5 million dollars through public offers but it was rarely used.

Regulation A’s major shortcoming was the fact that it required companies to register their offerings in every state where they intended to offer securities. Compared to other commonly applied laws like Regulation D, this requirement made it extremely costly for companies to offer securities. Regulation D requirements allowed companies to raise similar amounts or even more without incurring high costs of complying with state laws.

Regulation A+ is a Game Changer

The newly approved Regulation A+ fixes the provisions of Regulation A. First, by raising the maximum ceiling from 5 million to 50 million dollars and secondly, eliminating the state compliance requirement. Most importantly, the new rules set by SEC for Regulation A+ now expand the pool from which these funds can be raised, from just accredited investors, as provided by Regulation D, to the general public.

This means that startups and small businesses can now hold small Initial Public Offers not just from accredited investors, but also from the general public. This will surely be a game changer in the way businesses access capital going forward.

Scott Andersen, ConsultDA Partner (a) and General Counsel at FundAmerica says, “Participants in Reg A+ will frequently operate on an investment advisory model. Compared to the broker-dealer model, investment advisors are not regulated by FINRA and so it is generally less costly to operate. This is important because it offers an option that enables entrepreneurs to pursue business opportunities that Congress intended when it enacted the JOBS Act.”

Why Regulation A+ is Important for the Crowdfunding Industry

Approval of Regulation A+ is important for the crowdfunding industry because it does not only open new opportunities but it also addresses key industry concerns.

There were concerns in the industry that SEC would give into pressure from state securities regulators regarding the proposed rules. State securities regulators had been opposed to the proposal of lessening crowdfunding restrictions. But SEC remained firm on the proposed rules for Regulation A+, letting companies raise capital without meeting state-to-state compliance and spending exorbitant amounts in registering offerings.

The other critical crowdfunding concern that the SEC rules for Regulation A+ addressed has to do on who should invest in the public offerings. Initially, the JOBS Act set the limit for Regulation A+ offerings to only “qualified investors”. This brought in a debate that only “accredited investors”, which means individuals earning 200,000+ dollars per year, or those with a net worth of 1 million or more dollars, were allowed to invest. The new rules set and approved by SEC on Wednesday for Regulation A+ expand the definition of the “qualified investors” term to mean that anyone can invest, with amount limits.

According to Scott Purcell of FundAmerica, “Compared to 506(c), Reg A+ takes way more time to launch an offering, and far more costly in terms of legal fees, accounting costs, and annual reporting obligations. However, it enables you to sell to unaccredited investors and creates a tradable security.”

Investor Protection

Investor protection is an important element that the newly SEC rules for Regulation A+ address comprehensively. The newly approved rules allow investors to only invest 10 percent of their additional net worth or annual income in securities. SEC also moved to implement strong measures to protect investors like ‘bad actor’ checks on companies that offer securities, as well as requiring companies offering securities to disclosure financial information as part of their offering.

The entire version of Regulation A+ rules is available here. Prior to becoming law, these rules will be published on the Federal Register over the next 60 days. After this process is complete, the law will come to force and entrepreneurs will be able to use crowdfunding to raise up to 50 million dollars in capital through offerings.

Note:

(a) IN FULL DISCLOSURE, SCOTT ANDERSEN AND I RECENTLY FORMED AND ARE PARTNERS IN A SECURITIES COMPLIANCE CONSULTANCY FOR BROKER-DEALERS, INVESTMENT ADVISERS AND OTHER FINANCIAL INSTITUTIONS: CONSULTDA.COM.

The metrics behind the top Equity Crowdfunding Campaigns

Paul Niederer CEO of ASSOB, Australia’s longest running and most successful Crowdsourcing platform shares the best in class results from the last sixteen capital raisings on the ASSOB platform.

Success leaves clues

I wondered, what is “Best in Class” in raising funds from predominantly retail or unaccredited investors.

Best way to find out was to look at 16 of the most successful, recent Startup equity raises on the ASSOB Equity funding Capital Raising platform. These 16 raised over 11 million dollars together on ASSOB.

Most of these companies were after their first capital, meaning there was usually some sweat equity already, maybe some family money, but most were not ready for Angels or VC’s. Thats why they came to ASSOB.

Bootstrap, then ASSOB, then Angels then VC’s.

ASSOB-Infographic

Best in Class

Lets determine what is “Best in Class” from the sixteen recent ASSOB raises that raised on total $11.4 million.

  • Raise size. $425,000 to $1,592,000 with an average of $637,666. You may seek to raise less or more than $600k but our experience has shown that an opportunity with a convincing, compelling and credible story, coupled with a balanced, passionate and likeable team generally raises from $500k upward for an equity raise.
  • Average amount raised daily. $680 to $6,076 with an average of $1685. So if you are out to raise some equity funding from unaccredited investors $1685 per day is a good figure to start with to work out how long you will need to raise your money. Best in class $6,076 a day. Lets say $6000.
  • Crowd size. Generally the larger your crowd  the more you raise. Gathering a crowd is essential to a raise. The stats show that the crowd size is usually between 335 and 991 people. These are people that have visited your profile page and have had more than just a brief look. The average crowd size is 667 people. Of these 667 people around 40% actually download details about the offer including the offer document. On average 8% of them invest. Best in class is a crowd of 991. Lets round that off at 1000.
  • Investor locality. 60% of investment comes from the same state or province so geography matters.
  • Investor type. Over half of investment came from retail or unaccredited investors. While the average was 56% the number of retail investors in raises ranged from 32% to 79% Usually the first $200,000 to $300,000 came exclusively from this group. Here is the breakdown.
    • Retail  / Unaccredited investors 56%
    • Existing Shareholders 17%
    • Sophisticated / Accredited investors 15%
    • Overseas investors 6%
    • Associates of he business 4%
    • Professional / Accredited investors 2%
  • Raise Sectors. Not every company is headed for a Silicon Valley exit. Most are not as exciting as the SnapChats and Ubers of this world. The 16 raises included here covered a broad range of sectors. All companies were Australian with Australian innovation. Fitness, Pharmaceutical, Welding technology, Cloud technology, Designer Furniture, Robotics, Wealth Management, Risk Management, Dental Technology, Online Photos, Open Source Software and Senior Welfare.

What will it take?

So what does all this mean if you are seeking equity capital?

If you are preparing for an equity crowdfunding raise, including retail/unaccredited investors, then it is well worth playing around with these “Best in Class” stats to get a feel about where your investment could come from and in what amounts.

Say you want to raise $600,000 based on performing like the “Best in Class”.

  1. If you do a good job, and work hard, the fastest you should be able towrap it up is in 100 days
  2. You need to gather a crowd of just under 1000. That means you need to drive 1000 interested people to your profile page on the equity funding platform.
  3. Focus at least 60% of your effort on local investors.
  4. Retail investors are needed to get initial traction. By the end of the raise you will have at least 32% of your investment from this group and in some cases as high as 79%.

In a sentence ?

$600k in 100 days from a gathered crowd of 1000 with 60% local investors and over half retail/unaccredited investors.

paul-niedererPaul Niederer is the CEO of the Australian Small Scale Offerings Board (ASSOB), Australia’s largest and most successful business introduction and matching platform and one of the more structured methods of raising early stage investment funds with a focus on compliance, disclosure and corporate governance.  To date ASSOB has raised over $135 million for Australian startups. You can read more of Paul’s thoughts on crowdfunding and early stage investing at his blog Paul Niederer.

About : http://paulniederer.com/

GROUNDFLOOR launches peer to peer Real Estate Crowdfunding platform

By David Drake

GroundFloor, a peer-to-peer real estate lending platform, is launching a landmark securities offering that enables crowdfunding of real estate transactions. This innovative move will allow approximately 43 million Americans in six states to invest in real estate in a way that wasn’t possible until now.

Lending money to a real-estate developer used to be something reserved for banks and other accredited investors. GroundFloor is changing the rules of the game, allowing individuals to become lenders in real-estate projects. The developers of such projects will pay investors interest on the loan just as they would a bank. This new initiative provides the general public with the opportunity to diversify their investments, without being limited by their income or wealth. Also, real estate developers will have access to a new way of financing their projects and ideas, which will stimulate new real estate developments.

Federal regulations generally define an accredited investor as someone with an annual income of over $200,000 or liquid net worth of $1 million. These regulations are keeping the vast majority of Americans out of real estate investing. GroundFloor came up with an interesting and novel strategy. Instead of waiting for new crowdfunding regulations promised by the Securities and Exchange Commission (SEC) that will supposedly allow non-accredited investors to participate in real-estate crowdfunding, the company decided to work within existing state laws. So far, regulators in six states (Pennsylvania, Georgia, Arizona, Illinois, Virginia and Massachusetts) authorized the company’s initiative to solicit residents’ participation in its deals.

GroundFloor’s initiative is granting access to virtually any person interested in real estate investing, regardless of their income or net worth. Anyone can become an investor and the minimum investment is $100. Loan terms vary from six months to five years. As for safety measures, the company has a thorough pre-screening process for developers before they are able to list their projects. Most importantly, the loans are secured by the properties themselves, which is not a feature of other platforms that provide equity in real estate.

GroundFloor concentrates on smaller, residential projects. The pilot project for this whole new real-estate investment philosophy was the renovation of a historical single family home in Atlanta by John Mangham, a successful independent developer. The project was listed in February, and 39 Georgia residents lent the developer $40,000 to complete the restoration. The cash was raised in just five days and the developer will pay to investors 8% interest on the loan.

After the success of the pilot project, GroundFloor has now expanded to five more states (Virginia, Arizona, Illinois, Pennsylvania, and Massachusetts). The long-term goal of the company is to make this type of investment accessible to all Americans.

Other real-estate crowdfunding platforms are relying on wealthy accredited investors to raise money for their projects. GroundFloor, on the other hand, is building a platform for the rest of us, where any investor can access quality real estate investment opportunities. GroundFloor investors will invest anywhere from a few hundred to a few thousand dollars, making a safe investment that will bring nice returns on short to medium terms (from six months to five years). In other words, the company is focusing on a new market, tens of millions of potential investors, and it might just be the boost that the real estate industry and construction industry really need to make a recovery from the recession.

This type of real estate investing comes with a series of advantages for both developers and investors. Developers gain access to funds more rapidly: let’s remember that the funds for the pilot project in Atlanta were raised in just five days! Also, the developers are no longer dependent on financial institutions or accredited investors, which allows them more flexibility and creativity in their projects. Investors, on the other hand, have access to a form of investing that is safer than stock market investing and more profitable than depositing money in a bank.

One more thing worth mentioning: this form of financing is a way of bringing ethics back to real estate. Communities are offered the opportunity to back up projects that bring them something valuable, instead of dealing with real estate projects drawn by huge corporate developers who are far removed from the needs of the community.

GroundFloor makes investing in real estate projects accessible to anyone, building the path to a new way of financing the real estate industry – more flexible, more transparent, more dynamic, and more importantly: open to all.

David Drake is an early-stage equity expert and the founder and chairman of LDJ Capital, a New York City private equity advisory firm, and The Soho Loft – The Voice of Capital Formation – a global financial media company with divisions in Corporate Communications, Publishing and Expos & Events. You can reach him directly at David@LDJCapital.com.

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