T.L.D., Inc. (USA)

What We Provide is
Venture Capital without the required sale of securities. We have unique international products of which provide a much quicker way of raising money with out the sale of securities. The information referencing Regulation D is just another way of raising money and you would have to work directly with a securities firm and this takes a very long time to raise capital and with a high cost to the client.
Does the Loan Doctors, Inc. Sell Securities? No
The Loan Doctors Inc. does not sell securities for the client and we do not accept PPMs. We only accept business plans.
What Is a "Private Placement Memorandum" and why is it important to raising capital?
A private placement memorandum (PPM) is the document that discloses everything the investor needs to know to make an informed investment decision. This includes the offering structure, the share structure of the company, SEC disclosures about the securities being purchased, company information, information on company operations, risks involved with the investment, management information, use of proceeds, information on certain transactions that could affect the investor, and investor suitability data. The PPM also includes the subscription agreement, which is the actual "sales contract" for purchasing the securities. This is the document that the investor will sign and send with the investment funds. The PPM is very important because it provides the investor with all of the prescribed data they will need to make an investment decision and includes the actual documentation to effect the investment transaction. PPM's are designed as a stand-alone document - meaning that there need not be other information presented to the investor for them to make an accurate investment decision. Many companies will attach their business plans to the PPM as supporting documentation. This is an acceptable practice so long as the information in the business plan properly corresponds with the information in the PPM and that the investor is made aware that the business plan alone does not constitute an offer to sell securities - only the PPM can make that offer.
How complicated is this process?
While some may believe preparing a Reg D offering is a little overwhelming, the process is actually very straightforward. We do virtually all of the work, putting the Reg D Offering together from a checklist we provide you. (See the attached Preliminary Client Commitment Conditions).
Isn't structuring a securities offering difficult? I don't have much experience in securities.
The structure and marketing of a Regulation D offering is not difficult provided you have the necessary support and resources. Additionally, our marketing service is provided, along with an extensive database of active private investors.
How many shares or membership units should we structure the corporation for?
Here is the formula: 30% of the total shares = 100% funding of the final phase. Example: $30 million needed at $2.00 a share. Total Offering: $15 million shares x $2.00 = $30 million. Total number shares of the corporation 15/.3 = total number of shares. (50 million).
Is a Regulation D Offering right for our client/company?
If your client or company is seeking equity capital or private debt financing from $50,000 to $100,000,000 then you will definitely benefit from the structure of a Regulation D offering. From simple deals like start-up capital for opening a coffee shop to multi million dollar fundings for developments or high-tech businesses - these programs will give you the legal, practical method of raising capital from investors.
Do I really need to do an offering? I just need a few wealthy investors to invest into my opportunity.
Most private companies are capitalized by pooling together investment from a multitude of private investors. The real key to being successful at raising capital from investors is approaching them in a sophisticated manner and providing for them the method of investing into the deal. While you may think that you will be able to find a few very wealthy investors you will actually have a much better statistical chance at raising capital by being able to accommodate a larger number of smaller investors. Super-wealthy angel investors can be hard to find - and even if you do find them you need to approach them with a coherent plan. A Reg D offering will allow you to approach them with a concise, sophisticated method for accommodating their investment. Even if you only have 3-4 investors it still is necessary from a practical and legal standpoint to use the Regulation D programs. A Reg D also acts as a control against "vulture" capitalists who see a great opportunity and offer a small amount of funding for the lion's share of the deal!
Is there any one industry that has better success with these programs than others?
No, not necessarily. If your company is seeking capital from investors then you will definitely benefit from the structure of a Regulation D offering. Real estate deals often may have an advantage in that they are secured by real property.
What is the success rate of the programs?
Because the Regulation D programs are government programs they are open for use by nearly any private company that has the practical or legal need to use them. Therefore, you have clients with good opportunities using the programs and others with not so good opportunities. A Regulation D offering is not going to change a bad opportunity into a good one - but it will drastically enhance the capability of good opportunities in effectively raising capital. In the end - whether or not you raise capital is still going to be based on your deal. If you have a solid investment opportunity your chances of raising capital with a Reg D offering is excellent.
Will my client/company be a public company at the end of this process?
Absolutely not - a private company will still be a private company.
Doesn't my client/company have to go through an expensive registration process with the Securities and Exchange Commission before the Reg D can be marketed?
Not with a Regulation D offering. These offerings were designed to be utilized by clients/companies that needed to raise capital in amounts much smaller than a traditional IPO (typical companies raise between $50,000 to $1,000,000,000 and more under Regulation D, though there is no dollar limit placed on Reg D 506's). The SEC only requires that an 8 page compliance document (Form D) be filed and it is an "information only" filing - not a filing that is subject to approval or review. Similar forms are filed in the States where actual investors reside or do business.
Does the client have to personally guarantee the invested capital?
No.
How long does it take to raise capital once we have completed the offering memorandum and filed the Form D with the SEC?
This depends on how much time is devoted to marketing, the size of the offering, and the quality of the company's concept. With an aggressive marketing program the securities may be sold within 45-60 days; sometimes it takes longer.
How do you market a Regulation D Offering?
Regulation D offerings are not necessarily marketed differently than any other type of investment opportunity. We have "Proprietary Listing of Private Investor Sources" which contains literally tens of thousands of aggressive private investors and investor firms. Each year many billions of dollars are raised privately using these sources and sources like them. This gathering of sources is provided to the client and submitting broker at no additional charge. These will include: Internet Resources: The Internet has fostered some excellent sites marketing opportunities to investors. There are numerous "bulletin boards" that emphasize marketing deals to private investors. The companies that have the most success with Internet based marketing resources are the companies that have Reg D offerings in place. Most of the Internet resources specialize in attracting investors with between $10,000 - $50,000 (and more) to invest. Thus, it becomes critical for the prospective company to approach these investors professionally and to be able to practically and legally accommodate investment. The Reg D PPM does just that. Brokerage Resources: Yes - brokerage firms can sell Regulation D offerings. For customers that have "higher growth potential" the brokerage firms we provide access to are an excellent resource. Sphere of Influence Resources: Most clients have a wealth of potential investors all around them. The problem is that they often just use a business plan to seek capital. They get into a "one big investor" mentality that blinds them to the potential resources in their midst. Since a business plan cannot provide the practical, efficient, or legal capability to raise capital from numerous investors these clients typically miss out on excellent resources for capitalization. With a Reg D offering everyone becomes a potential investor: customers, neighbors, accountants, lawyers, employees, trade groups, local stockbrokers, relatives, members of the chamber of commerce, business clubs, etc. The main thing to remember about a Reg D offering is that it is the practical and legal method you would use to solicit and accommodate investment from individual investors. Where you locate investors is actually secondary to being able to properly accommodate their investment in the first place.
To raise equity capital - how much of a company would need to be sold to investors? What type of return do investors look for?
This depends on several factors, however most companies sell between 5-30% of their stock for a first round funding - less if it is a second or third round situation. We will work with you to determine how much of the company to sell in an equity offering. The other option is to use the Reg D to request a loan from the private investor community. Returns (or rates with loans) vary depending on risk.
How about a company that is a start-up with very little in assets - are there financial requirements or minimum net worth requirements to use these programs?
No, not for the Reg D 504 and 506 programs. A substantial number of clients that successfully use the Regulation D programs are recently formed start-up companies or seed capital situations.
Can we use the programs to raise capital for a real estate transaction?
Yes. Remember, with the Reg D Private Placement a client may offer a loan or equity to potential investors. Many real estate professionals and developers use the programs to raise equity capital and then utilize the enhanced balance sheet of the company post-offering to qualify for real estate loans. That is one of the critical advantages of raising equity - the investment is shown as an asset of the company (cash) rather than a liability as in debt arrangements.
My client doesn't have a good personal credit history - is this a factor in using these programs?
No problem. Personal credit history of the principal is not a factor and is not disclosed to investors.
What is the best corporate type for an offering? Can it be an "S" Corporation, Limited Liability Company "LLC", or "C" corporation? Which is best?
This depends on the type of transaction. S Corporations do not make good choices for offerings simply because most states limit S Corporations on the maximum number of shareholders that can be in the company (usually 35-75). Limited Liability Company "LLC" formats are popular with companies that have one-off type deals (film deals, real estate development, etc.) where there is a definitive end of the transaction, and with companies that are going to remain private and only need one or two rounds of funding. In an LLC the company sells a membership unit in lieu of stock - it is basically an ownership stake in the company the same as stock ownership is but with some "pass through" tax advantages at the corporate level. C Corporations are the most used entity type because the C corporation structure provides for more flexibility in future rounds of funding and allows for the company to go public without the massive entity restructuring that would be needed in LLC. Appropriate experts such as attorneys, CPAs, and Financial Planners should be consulted when deciding which structure to choose. To form a Reg-D offering the client must be a (C) corporation or an LLC.
What is the basic process for preparing an offering?
Preparing an offering consists of 3 key parts: 1. Pre-offering structuring and decision items: This is an important part of the offering process where key decisions are made about the offering structure, share structure of the company, share price, how much of the company to sell, which program to use, and key numbers and figures are set. 2. Offering Document Preparation: There are 3 main documents that comprise the offering documentation: A: The Private Placement Memorandum. This is the disclosure document that is presented to investors and underwriters at brokerages. This document details all pertinent information about the offering, the company, management, use of proceeds, SEC legends and disclosures regarding the offering, state disclosures, etc. B: The Subscription Agreement. This is the actual sales contract for the purchase of the stock or membership units. When an investor invests capital you will receive a signed subscription agreement and the investment check. C: The Investor Suitability Questionnaire. This is a basic questionnaire that queries the investor about certain financial data to qualify him/her as an accredited or non-accredited investor. 3. Preparation of the Form D SEC Notification Filing: This 8 page SEC filing is filed to notify the SEC regarding your company's use of the Regulation D program and provides details about the company and the offering. You are now ready to market the offering.
What is "Blue Sky" and how does it work?
Blue Sky filings are merely the state notification filings that are sometimes required (depending on the state of residency of the investor). They are typically straightforward in nature and typically mimic the basic data found in the Federal Form D filing. Most offerings only need to be filed in 5-10 states to be sold out. About 35% of states have a small filing fee they attach to the Blue Sky filing - this usually is $50.00 - $200.00.
How do you market a Regulation D offering?
Regulation D offerings are not necessarily marketed differently than any other type of investment opportunity. Companies that have Reg D's in place are much better equipped to interact with investors and accommodate new capital investment. There are some key marketing advantages to a Reg D offering: Internet Resources: The dawn of the Internet has created some excellent venues by which entrepreneurs can market their opportunities to investors. There are numerous "bulletin boards" that cater to marketing deals to private investors. The companies that have the most success with Internet based marketing resources are the companies that have Reg D offerings in place. Most of the Internet resources specialize in attracting investors with between $10,000 - $50,000 to invest. Thus, it becomes critical for the company to approach these investors in a sophisticated manner and to be able to practically and legally accommodate their fractional investment. Brokerage Resources: Yes - brokerage firms can sell Regulation D Offerings. For customers that have higher growth deals the brokerages firms we provide access to are an excellent resource. The offering is sold through the brokerage's stockbrokers to investors just like an IPO is sold by a lead underwriter (like Lehman Brothers). The brokerages are all regional size (smaller) and have the capability to sell offerings up to about $15mm in size. Sphere of Influence Resources: Most entrepreneurs and growth companies have a wealth of potential investors all around them. The problem is that when these companies just use a business plan to seek capital they get into a "one big investor" mentality that blinds them to the potential resources in their midst. Since a business plan cannot provide the practical, efficient, or legal capability to raise capital from numerous investors these companies typically miss out on excellent resources for capitalization. With a Reg D offering, everyone becomes a potential investor: customers, accountants, lawyers, employees, trade groups, local stockbrokers, members of the chamber of commerce, etc. The main thing to remember about a Reg D offering is that it is the practical and legal method you would use to solicit and accommodate investment from individual investors. Where you locate investors is actually secondary to being able to properly accommodate their investment in the first place.