Part of the process of structuring your private placement, or offering, is to target an IRR, or Internal Rate of Return.

But unless you’re constantly in the market, you’re probably just taking a shot in the dark. The solution of course is to talk to the market. Go out and have discussion with potential investors about what you are seeking to do and take note of the feedback you receive.

However, you need to be careful that your market intelligence gathering is not misconstrued as offering securities for sale.

The two things I’ve done to avoid this potential problem:

1. Add a watermark on each page of the Executive Summary that reads FOR DISCUSSION ONLY; and

2. Add disclaimer language to the Executive Summary that explicitly states that the document is not an offer to sell or solicit and offer to buy any securities. Also add language before the financial projections and the term sheet.

If you need disclaimer language, you can download it here:

Now go out and gather some market intelligence so you can structure your deal with confidence.

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Today I’m going to show you a cool tool right here on TransCapital Pro

My consulting clients have been asking me about Blue Sky laws and what they need to do to be in compliance.

Well, because it would be difficult to be fluent in each states Blue Sky laws, I built this interactive map (thanks to Pat Flynn) where you can click on any state and be taken to that state’s securities regulation division.

And as a side note, the trigger for complying with a state’s Blue Sky law is whether your investor, or prospective investor is a resident of that state.

So for example, I’m a resident of the state of Ohio. But if I were seeking to raise money from investors in Indiana and Kentucky, I would have to make sure I was in compliance with the securities laws of those states.

So lets take a look. You can find the map at TransCapitalPro. I have the page open, but you can click on the navigation, here under Blue Sky.

You can see that the map is easy to use. When you hoover over the map the states get highlighted. And when you click on a state, a new tab opens to the securities division for that state.

If you get a bad link, try the table – that’s where I update the urls.

If you like this tool, please tweet it, like it, plus-on it or share it on LinkedIn.

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Investment Funds – Structure and Mechanics Part II

November 22, 2011

In the last video we ended with a slide that showed the tremendous leverage that is available on the General Partner’s capital. Before we dig into the economic mechanics of an investment partnership, we need to understand a few concepts: Carried Interest Preferred Return Waterfall Carried Interest is defined as a share of any profits [...]

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Investment Funds – Structure and Mechanics Part I

November 11, 2011

You want to establish an investment fund when you are seeking capital to pool capital for investments that have yet to be identified. Your investors will be committing capital to you based on your experience, track record and the investment profile, or investment theme that your Investment Fund will be pursuing. Since the investors are [...]

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Using Warrants When Issuing Debt, Part II

October 27, 2011

In the video in Part I we walked through how to figure out how much equity in dollars you will need to provide to your investors to achieve a certain targeted IRR. This equity give-up is accomplished with a security called a warrant. In this video we walk through i) how to figure out what [...]

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Using Warrants When Issuing Debt

October 24, 2011

I’ve had several inquiries about “Debt/Equity.” And after either spending time on the phone or through email correspondence, what people were looking for was to issue debt with an equity kicker. Accomplishing this is easy by issuing your debt with warrants. The yield to your investors then is the coupon on your note plus the [...]

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Calculating Pre-Money Valuation

October 5, 2011

I was talking with a friend of mine that sits on the board of an angel investor group. He told me that one of the first (and favorite) questions they like to ask presenters is what their “pre-money” valuation is. Unless you’ve been down this road before, or have been coached, then you might be [...]

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Get Professional With A Private Placement Memorandum Template

July 29, 2011

Private placements are not just for multi-million dollar deals. Even if you are seeking raise $100,000 to acquire a franchise or a piece of investment real estate, you are still required to present prospective investors with a private placement memorandum, or PPM. The challenge is that PPMs can be expensive to have drafted. A good [...]

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Raising Capital For Your Business

July 26, 2011

Whether your business is a start-up or a mature business, one of the most critical activities you’ll face is raising capital. One of the best, and often the most overlooked sources of capital are private investors. And while often times money is raised through friends and family, my view is to stick with accredited investors [...]

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Reg D – What Is It?

July 25, 2011

Reg D, or Regulation D, refers to the SEC exemption provided to businesses for issuing debt or equity securities without going through the SEC registration process. These type of security offerings are targeted at private investors. Within Reg D, the SEC provides three rules that guide the amount of the offering and who the target [...]

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