Transcript VFA IBS - Investment Banking Solutions

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WHAT WE DO
Apply demonstrated Wall Street investment banking and structured
finance processes to assist Main Street companies to successfully raise
$1 Million up to $1 Billion or more.
Implement creative deal structuring, unique investment banking
solutions, and shepherd self-issuers through the capitalization process.
We use proprietary investment banking tools, structures and systems,
which provide investors guaranteed returns, no risk of principal,
adjustable risk options, flexible exit strategies and highly marketable deal
structures - all translating to a successful and timely capitalization of your
company or new venture.
We manage a financial plan that will give your company the highest
probability of capital attainment possible. How can we make such a
claim? Because our funding & finance processes and solutions have
worked on Wall Street for over 100 years, and we have effectively
simplified it for Main Street Companies.
CORE COMPETENCIES
Venture
Funding
Advisors
Accountant
or CPA
Investment
Banker
Securities
Attorney
Broker
Dealer &
Stockbroker
Produces Pro Forma
Financial Projections
Yes
Yes
No
No
No
Analyzes & Determines
Company’s Valuation
Yes
Yes
Yes
No
No
Establishes Price of
Company’s Securities
Yes
No
Yes
No
No
Structures The
Capitalization Plan
Yes
No
Yes
No
No
Tailors Offering To
Meet Market Demand
Yes
No
Yes
No
No
Produces PPM
Compliant With Regs.
Yes
No
No
Yes
No
Manages Admin.
Compliance
Yes
No
No
Yes
No
Manages Capital
Raising Process
Yes
No
No
No
Yes
* Venture Funding Advisors, LLC does not practice law, but it will assist its clients in managing the legal process with the clients’ legal counsel, through
direct referral or otherwise. Securities Offering Documents are prepared for legal counsel review.
** Venture Funding Advisors, LLC does not directly solicit or sell securities for its clients, but it will assist its clients in developing, implementing and
managing the capital raising process by placing investment banking professionals in the client firm to be bona fide employees – creating a highly
functional and successful finance department to sell securities in compliance with SEC laws.
CAPITALIZATION ALTERNATIVES
Start-Up
Early-Stage
Small Co w/ Loss
All 3rd-Party
Brokers or Money
Finders, if not
Licensed Broker
Dealers (B/D) are
illegal & could cost
Issuer substancial
SEC Penalties
Profitable
Operating Co
Can’t Afford Initial
Cost of B/D or IPO
3rd Party
Money Finder or
Non-B/D
1% Chance to
find B/D for
Private Placement
An SEC Compliant
VFA Self-Funding
Turn-Key System
Capitalization
for Self-Issuing
Self-Issuer
Your Securities
& Provides
Low-Cost Only Viable
Guaranteed
Option
Ins. Contract Alternative
for Investors
Profitable
Operating Co
Can Afford
B/D or IPO Costs
And by the way…
98% of the “Money
Finders” are no
more than con
artists* & will not
raise 1 dime for you
Call Us for Multiple
Funding Options
If in the Lucky 1%
the cost will be
$100K upfront, 10%
of capital raised
and 10% of your
Common Stock
PIPE Funds
Reverse Merger
Spin-Off
Mezz
Low Cost IPO
Listing Off-Shore
Other Options
Only Other Alternatives: 1) Deal is
bankable & you have collateral, or
2) Give potential Investors a Business
Plan with NO DEAL TERMS & they
come back with a Term-Sheet.
You will likely lose control.
* Or really can’t or won’t do what they say they will do
UNIQUE & PROPRITARY SOLUTIONS
In Today's economy and uncertain investment market,
Investors want Guaranteed Returns, No Risk of
Principal, and liquidity in their Investment. Our turn-key
system of self-issuer private placement, convertible to
an OTCBB IPO, with a AA-rated insured principal
guarantee, is the very best alternative to effectively
raising capital today...period! We provide marketable
deal structures that attract investors (Adjustable Private Placement
Offering™), and an SEC compliant and proven capital raising system
that enables an issuer to SUCCESSFULLY RAISE CAPITAL! Included
in our Self-Funded Capitalization System™ are the 12 essentials that
every self-issuer needs to properly, effectively and successfully execute
a capital raise, including a bridge capital seed offering to fund the
funding process.
Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
1. Draft your Seed Capital Bridge Notes, claiming the Accredited
Investor Exemption 4(6), a little known & seldom used "secret,"
Which enables an issuer to raise a small amount of initial capital
quickly, inexpensively and in compliance with federal and state securities
regulations - this provides you the seed capital required to fund the SelfFunding Capitalization process;
2. Draft your Private Placement Memorandum under a Reg D 506 Blue
Sky Exemption with a patent pending & proprietary hybrid deal structure
which is investor-friendly and highly marketable. Our Adjustable Private
Placement Offering™ provides investors the flexibility of adjusting from Debt
to Equity and full principal protection, changeable to more Equity and partial
protection or full Equity and no protection – all in whatever incremental
adjustments are desired by the investor – the investor controls the amount of
risk in their investment!;
Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
3. Our PPM's include our exclusive and proprietary
PrincipalProtector™ Trust structured collateral option for
investors which provides for a 100% Guaranteed Insurance
Contract (GIC) on their principal - Only available through VFA;
4. We draft a compliant and professional Cover Letter and one page
Executive Summary which will be sent to qualified and screened Accredited
Investors;
5. Initiate monthly direct mailings to targeted, high net worth Accredited
Investors. The number of mailings increases month to month as investor
funds allow for larger and larger mail-outs, until the desired amount of capital
is raised;
6. Develop an Investors Section of six pages into your website which
investors may affirm their accredited status and then gain access to your
PPM and supporting documents - (this is a critical component to make sure
it is done correctly and in SEC compliance);
Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
7. Post your opportunity on appropriate Accredited Investor
electronic bulletin boards - manage and update the postings;
8. Provide training, tools and scripts to close qualified and interested
investors You only talk with investors who have reviewed your PPM and have
an interest in your opportunity. We can also assist you in setting up a Finance
Department within your company and in hiring a VP of Finance
9. Provide you up to several hours per month consulting/coaching with
an Investment Banker;
10. Assist you in filing all required Federal Form D and any State required
forms after the sales of securities - provide you with SEC compliant records
keeping forms for recording all activity – help keep you in compliance with
SEC rules and regulations
Included Are 12 Essentials Every Self-Issuer Needs
To Properly, Effectively & Successfully Raise Capital
11. We have the ability to seed your company with up to $1M of
advertising credits which goes right onto your balance sheet,
just prior to your audit, providing both an increase in the worth of
your company and advertising $'s with which to further promote your
company. We can provide a FREE video recording of you pitching you own
investment opportunity, which we can then also post on the investor section
of your website, and;
12. You have access to our password protected Wall St. Capital Club™ funding resources, venture capital funds, angel groups, capital raising tips and
commentary, compliance resources, forms, downloads, and a client support
portal.
Please keep in mind VFA DOES NOT RAISE YOUR CAPITAL…You are a SelfIssuer and ONLY Licensed Broker Dealers or Bona-fide Employees of the Issuer
can talk to potential Investors – we set you up for the greatest degree of
success and “Shepherd” you through the process.
Only two entities can raise capital for you, those who are licensed by the
NASD, such as Broker Dealers, Registered Financial Advisors, etc. or the
issuer themselves. Review SEC Regulations concerning Who is A “Broker”
(Section II A); the Issuer's Exemption (Section II[D]5); who qualifies as an
Associated Person of an Issuer (Rule 3a4-1 Point 240.3a4-1 4(ii)A,B&C also
applies). Are the other firms you may be talking with in compliance?
Why am I required to raise capital through a Private Placement Memorandum?
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There are strategies that can help investment professionals invest in new
ventures and get results that are more predictable and less volatile. If
you were investing in a new
venture and had the option of
buying one share of stock for
ten dollars with principal
protection or two
shares with no
protection of principal,
what would you do?
Take the protection or the risk? Venture Funding Advisors (VFA), using
their proprietary PrincipalProtector™ principal protection strategy, makes
that option possible because they provide financial insurance that can
guarantee to return an amount equal to 100% of the principal invested in
an equity or debt funding.
PrincipalProtector™ utilizes guaranteed insurance products as collateral
to enhance debt and equity funding transactions for investment
professionals and entrepreneurs. The strategies provide a hedge or
principal protection allocation model which afford the investment
professionals and lenders with asset allocation tools that return an
amount equal to their principal loan or investment in speculative funding
arrangements, real estate transactions or business transactions.
Venture & Investor
Agreement
$50K Principal
Investment
$100K Principal
Investment Returned
Invests in Guaranteed
Insurance Contracts
Funds
Double*
over 10-Yr
fixed date
certain.
Earn
approx.
7.18% IRR
$50K Principal
Investment
$XXXK Profits (ROI)
Per Deal Terms
New Venture
Investor Recieves a Blended
Return with 100% Return of
Principal Investment Through
Guaranteed Insurance Contracts,
plus Flexable Options
* Rule of 72 – 72 Divided by the Interest Rate = # Yrs.
Unlike zero-coupon bonds and other financial instruments, Guaranteed Contracts of
Insurance ("GIC") offer tax-deferred accumulation and higher yields thereby accelerating the
trust's growth.
The investor’s beneficial interest in the trust is not subject to bankruptcy or creditor claims
of other investors.
The beneficial interest in the trust can be transferred to accommodate a number of investor
benefits without liquidating the GIC and precipitating unfavorable tax consequences.
The trust flexibility provides for the assignment of beneficial interest, assignment of
trustee, change in custodian and early exit strategies.
Virtually no risk to Principal and high yield IRR potential Guaranteed by the Insurance
Contracts.
Eliminates the worst-case investment scenario... full loss of principal with no return or
income. Enables investors to have the best of both worlds...safety & potentially significant
returns from investment, or if used as a side-fund to protect an investment in spectulative
new venture investment.
For over 8-years, Investors and entrepreneurs have successfully utilized the PPT to fund new
ventures, and the program has been featured and recognized in the financial media and
promoted by Inc, Fast Company, Entrepreneur and The Wall Street Journal.
► Jed Graham in a December 19, 2001 article in Investor's Business Daily said, "The plan
gives ultimate safeguard: money-back guarantee. And now, despite the risk-adverse funding
climate, the program, is already helping start-up firms raise cash."
► The program is also appealing to Angel investors, venture capital firms and investment
professionals. Bruce Blechman, co-author of Guerrilla Fiancing and founder of The Capital
Institute, America's largest financing advisory firm for small business says, "The program is
the first I've seen that takes the risk out of risk capital."
► Author of Financing and broker-dealer securities counsel who has prepared over 1,000
Private Placement Memorandums, says, "The program is a solid strategy that helps investors
participate in super ventures."
(Variable-Risk Variable-Return) In the Adjustable Life Insurance concept, one
can adjust from Whole to Term or Term to Whole Life in whatever incremental
percentage desired, and it also allows for an increase or decrease in the
amount of coverage. In a similar way, the Adjustable Private Placement
Offering™ provides investors the flexibility of adjusting from Debt (Notes) to
Equity (Common or Preferred Stock) and offers full principal protection. The
Principal guarantee is also convertible to an increased percentage of Equity,
which
then would provide partial principal protection, or fully
convertible to Equity which forfeits the protection - all in
whatever incremental adjustments are desired by the
investor - you control the amount of risk in your
investments - you control the amount and type of
return!
Using hybrid deal structures that include Convertible
options and offer our PrincipalProtector Trust, allow the
Investor to be in control of the Risk vs. Reward and
provides for the flexibility of changing their Risk/Reward
outcome per their option within a defined period of time.
DEBT NOTE
WITH COUPON
FULL
PROTECTION
DEBT NOTE
WITH COUPON
FULL
PROTECTION
DEBT NOTE
WITH COUPON
FULL
PROTECTION
EQUITY
COMMON STOCK
NO
PROTECTION
EQUITY
COMMON STOCK
NO
PROTECTION
EQUITY
COMMON STOCK
NO
PROTECTION
Extended Private Investment in a Public Entity – A Pass-Through Investment
Structure for Private Companies. The VFA Pass-Through Investment
Structure is an ideal mechanism to fund certain private companies. The
Pass-Through Structure suits a company that has noteworthy management
or proprietary assets, seeks to raise growth capital without selling a
controlling interest, yet is not ready for a public stock market. The PassThrough Structure simply places a publicly traded company (“Pubco”) in the
middle between our investment and the private company and enables us to
invest in and to use our global resources to support the private company.
Cash
Cash
Public
Company
VFA/GEM
Securities
Securities
Beneficiary
Private Co.
Warrants
The Beneficiary private company receives growth capital while staying private and
maintaining ownership control. The Beneficiary also benefits by having the Pubco as a
strategic partner/investor and by having a multi-billion dollar, multinational fund backing them.
The transaction can close very quickly once all parties agree to terms.
The Public Company benefits by (i) making a profit on its investment in the Beneficiary, and
(ii) advancing a strategic interest relating to the Beneficiary which is important to the Pubco.
VFA/GEM and their affiliates benefit by putting their capital to work in promising investment
opportunities that would otherwise be unavailable to investors restricted to public market
transactions.
The "Interest Only Structured Collateral Loan Program”
is an established system of structured financing that
uses traditional banking mechanisms as its fundamental
components. The result is a stable structure that procures
a 100% monetary instrument collateral for international project
financing. The primary function of the structure is to procure collateral
provided from a third party at a "discount", and arrange for it to be paid for by
the borrowing company from the loan funds at the time of closing. The result
of the structure is that the borrower receives a net amount of capital that it
needs to implement its project at a cost lower than a traditional loan.
PrincipalProtector Trust Managed Fund - Re-Insured Senior Life Settlement
Managed Funds Investment. Each Investment is established through our
PrincipalProtector™ Trust (PPT), an Irrovocable Trust (Investor as the
beneficiary or assigns), providing Full Principal Protection with the Opportunity
of Significant Returns, and provides the following benefits:
• Unlike zero-coupon bonds and other financial instruments, Guaranteed
Contracts of Insurance ("GIC") offer tax-deferred accumulation and higher
yields thereby accelerating the trust's growth.
• The investor’s beneficial interest in the trust is not subject to bankruptcy or
creditor claims of other investors.
• The beneficial interest in the trust can be transferred to accommodate a
number of investor benefits without liquidating the GIC and precipitating
unfavorable tax consequences.
• The trust flexibility provides for the assignment of beneficial interest,
assignment of trustee, change in custodian and early exit strategies.
• Virtually no risk to Principal and high yield IRR potential
Guaranteed by the Insurance Contracts.
• Eliminates the worst-case investment scenario... full
loss of principal with no return or income. Enables
investors to have the best of both worlds...safety &
potentially significant returns from investment, or if
used as a side-fund to protect an investment in
speculative new venture investment.
[Policies Don't mature & Re-insurance pays Face Value 10th Year, Guarenteed]
$7,500,000
Gross Fund Investment
1
2
3
4
5
6
7
8
9
10
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
-$7,500,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$15,000,000
$15,000,000
7.18%
Total Investment
Re-insurer pays off Face Value of all Policies
GIC ROI*
GIC IRR*
[Policies experience a graduated maturity yrs 3 - 10]
$7,500,000
Gross Fund Investment
Annual
Return
-$7,500,000
Total Investment
1
0.00%
$0
No policies mature
2
0.00%
$0
No policies mature
3
2.93%
$440,000
1 policy matures (88% paid out & 12% to mgmt. fund)
4
5.87%
$880,000
2 policies mature (88% paid out & 12% to mgmt. fund)
5
8.80%
$1,320,000
3 policies mature (88% paid out & 12% to mgmt. fund)
6
11.73%
$1,760,000
4 policies mature (88% paid out & 12% to mgmt. fund)
7
14.67%
$2,200,000
5 policies mature (88% paid out & 12% to mgmt. fund)
8
17.60%
$2,640,000
6 policies mature (88% paid out & 12% to mgmt. fund)
9
20.53%
$3,080,000
7 policies mature (88% paid out & 12% to mgmt. fund)
10
17.87%
$2,680,000
Balance matures or re-insurance pays-out balance
100.00%
$15,000,000
GIC ROI*
9.89%
GIC IRR*
[Policies have an equal or even maturity yrs 1- 10]
$7,500,000
Gross Fund Investment
Annual
Return
-$7,500,000
Total Investment
1
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
2
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
3
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
4
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
5
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
6
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
7
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
8
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
9
5.28%
$792,000
SLS maturity based on even maturity Yrs. 1 - 10
10
52.48%
$7,872,000
Balance matures or re-insurance pays-out balance
100.00%
$15,000,000
GIC ROI*
10.21%
GIC IRR*
[All Policies mature in year one]
$7,500,000
1
2
3
4
5
6
7
8
9
10
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
-$7,500,000
$15,000,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$15,000,000
100.00%
Gross Fund Investment
Total Investment
All policies mature first year & side fund collapsed
GIC ROI*
GIC IRR*
IN CONCLUSION
Most of the investment banking we conduct, as a firm, is for our own
acquisitions or internal business deals – we do however work with select
issuers and provide them Investment Banking Solutions to assist the
capitalization of their company/venture. If we select your company, we will
engineer an organizational and financial plan that will give your company
the highest probability of capital attainment possible. How can we make
such a claim? Because our process is simply the Wall Street Funding
process, re-engineered for Main Street Companies.
Our process is simply a logical progression of steps that must be taken to
ensure that you always maintain a relative position of strength, maintain the
vast majority of equity ownership, as well as, voting control. These are the
precious elements that most business owners give up too early in the
capital raising process.
IN CONCLUSION
Our VFA professionals and our existing relationships with the investment
banking industry provide you with comprehensive capitalization formulas to
increase your leverage, achieve your funding goals quicker, and save you
a great deal of money in the process. Simply put, we provide you the most
comprehensive solution available anywhere, for the capitalization of your
company or new venture.
Our fee schedule is designed so that our our client firms and we are
equally committed to a successful capital raising effort. Our client firms
make progressive payments as we perform certain document production,
filing and investment banking functions. Although we cannot take a
percentage commission on the sales of securities, our profits from
document production and facilitating the capitalization process are
dependent upon successful capital raising efforts by our client firms.
IN CONCLUSION
To initiate our services, a client company must be able to commit a predetermined amount of capital to the process depending on the services we
provide. Certain costs must be paid as deliverables are provided and hard
costs incurred for the capital raising process…we do not take the risk on
fronting your costs for you. If you are unable or unwilling to cover these
costs, we respectifully request that you search for another firm who is
willing to work with you on another basis. Notwithstanding, most costs after
an initial 90-day period, are self-funding from the capitalization procured.
If you agree with our approach and like our investment banking solutions
presented herein, and you have further questions about our services,
please communicate with us through the contact information provided on
our website, or email us below.