SEC COMPLIANCE SERVICES OFFERED BY PRIMARY CAPITAL John Leo Arthur Magee Primary Capital Primary Capital Yura Barabash Lori Patterson Primary Capital Baker Donelson Kurt Reuss Primary Capital ‹ › 1 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 2 ‹ › 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. ‹ › 3 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 offerings 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. ‹ › 4 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 ‹ › 5 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 Oversight • Financial Model • Contact Investors • Marketing Materials • Policies and Procedures • Guidelines for Selling Activities ‹ › 6 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 Due Diligence 3rd-Party Promoters • Background Checks • Agent Registration • Site Visit • Agent Agreements • Offering Documents • Offering Guidelines • Project Documents • Disclosures ‹ › 7 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 Certifications Maintain Records • Compliance with Reg S and • Maintain Sales Records for 5 Years Reg D • Maintain Due Diligence File • Compliance with Federal & State Securities Laws ‹ › 8 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 ‹ › 9 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 ‹ › 10 No legal advice is being provided; the material and comments discussed are intended to provide general information only
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