DealMaker is pleased to present you with capital markets insights from the Dalmore Group, a FINRA and SIPC member independent investment bank delivering expert financial advice and solutions. Dalmore Group is an experienced provider of Reg A+ services, offering issuers seamless offering completion. We sat down with Dalmore chairman, Etan Butler, to discuss their approach to Reg A+ and how companies raising capital can benefit.
A Fireside Chat with The Dalmore Group
Q: How was The Dalmore Group founded, and how did you come to specialize in Reg A+ offerings?
A: Dalmore was founded in 2005 as a FINRA Broker-Dealer to provide investment banking and corporate advisory services to private and public companies. Over the past 15 years, we have developed a robust platform that incorporates a number of prominent industry-focused investment banking teams. Today, in addition to our investment banking operations, our firm has four primary platforms: Broker-Dealer Services, EB-5 Capital, Reg D 506c, and Reg A+
Our Broker-Dealer Services platform provides FINRA and SEC registration, compliance, and underwriting services to teams of investment bankers and placement agents, who operate their own branded entities while Dalmore provides back-office compliance and regulatory oversight. Over the past 7 years, Dalmore has become a significant presence in the EB-5 Capital marketplace and has some of the most active and visible veteran EB-5 investment banking teams registered with our firm. We also provide Broker-Dealer registration, compliance, and underwriting services to serial online Reg D 506c issuers and investment platforms and have been working in this capacity for several years with a number of world-class online syndication platforms. As a veteran Broker-Dealer in the Reg D 506c space, our expansion to Reg A+ over the last few years was a natural progression.
We recognize and continue to witness the impact of Reg A+ to issuers who are able to now make their offerings available to the other 92% of the US (the non-accredited investors) and to the investors who are at last able to participate in these investment opportunities.
Interestingly, Dalmore has evolved to specialize in the Reg A+ space without any advertising. We rely on word of mouth and our hope is that our customers appreciate the quality of our work and are comfortable referring others to us. Consistent with that approach, our Reg A+ business comes largely through referrals from securities attorneys and industry participants (many of whom have worked with us in the past) who are looking to provide cost-effective and experienced Broker-Dealer underwriting solutions to their clients. We are also frequently approached by companies who have researched other successful Reg A+ issuers that have worked with us and are looking to assemble the same team of service providers to represent their own offering.
Q: How does your firm approach Reg A+ differently?
A: Issuers can go down two paths when they select a Broker-Dealer for their offering. They can list on a platform that has many other competing offerings and higher fees, directing their valuable web traffic to a third-party platform. Or, they can set up their own landing page and become the beneficiary of their own marketing efforts, while working to direct web traffic to their own site. Dalmore’s Reg A+ clients recognize the benefits of maintaining control of their own capital raise and branding the investor experience accordingly. These are the types of clients we most frequently work with. They tend to be well funded with sophisticated management teams and are seeking to raise up to the full $50m permitted in the circumstances, in the most cost-effective and compliant way possible. In a growing number of cases, we find our clients interested in conducting multiple offerings. We work with our clients to help set reasonable expectations based upon our understanding of our client’s situation and experience in dealing with similar and ongoing client offerings.
Dalmore also plays an important role in helping to coordinate the activities of other Reg A+ service providers who are involved in each offering, including the securities attorneys, auditors, funding platforms, transfer agents, and marketing companies. In some instances, our clients ask us to assist them in the assembly of their team of experienced providers, in order to help them create a cost-effective and seamless process for them as the issuer, and for their investors.
It’s all about delivering the best and most cost-effective solutions to our issuer clients.
Q: Since the JOBS Act was passed in 2015, how have you seen the Reg A+ landscape change?
A: For the first time in history, the general public, including the other 92% of the US - the non-accredited investors - are able to participate in these investment opportunities and issuers are able to market their offerings to them. In the past, most businesses could only raise capital from accredited investors until they reached a stage where they could go public with an IPO - and only then could they raise capital from the general public. The traditional IPO process is quite complicated and costly, so only a limited number of companies pursued that route. For these businesses, raising capital from the general public was not possible until Reg A+ was enacted. With businesses no longer limited and investors excited about the new opportunities, we have witnessed consistent year over year growth in capital raised through Reg A+ with over $1B raised in 2019 - and 2020 has been off to a very strong start.
The best syndication and distribution strategy for a successful Reg A + offering is a solid marketing campaign designed to steer as much traffic as possible to the issuers landing page and “invest now” button.
Q: It takes a team of service providers to bring a great Reg A+ to life. At DealMaker, we’ve had the pleasure of supporting a number of clients alongside your team at Dalmore - what makes for a great Reg A+ working group?
A: It’s all about delivering the best and most cost-effective solutions to our issuer clients. This includes a seamless, hassle-free user experience for investors. Each service provider plays a specific role. When the team is working in harmony, everyone benefits because the process can operate effectively and efficiently. On top of that, the experience is an important factor. Having onboarded, operated, and closed a number of successful offerings together as a team, we are all able to work together efficiently, in order to provide a predictable and dependable solution for the issuer. In other words, efficiency is key and a well-practiced cohesive team is best suited to deliver. Also, at this stage in my professional life, working with high quality experienced people who are always looking to be part of the solution is a big plus.
Q: What advice would you give to a company looking to begin planning a Reg A+?
A: 4 Need-To-Know Reg A+ Tips:
- First, make sure you stay compliant. This is critical as the penalty for not being in compliance in certain states can lead to having to return investor capital, the offering being rescinded, fines, or worse. So, using an experienced securities attorney and Broker-Dealer to advise and oversee the offering is very important. Unlike more traditional Reg D and S raises, Reg A+ offerings with their low investment minimums are not built for traditional retail brokerage syndication. Brokers are not calling their book of investors with a $1,000 investment opportunity. But that’s what Reg A+ offerings are all about.
- The best syndication and distribution strategy for a successful Reg A + offering is a solid marketing campaign designed to steer as much traffic as possible to the issuers landing page and “invest now” button. There are many ways to seek to accomplish that, but make sure you have an adequate budget set aside for marketing and consider indicating in the use of funds section of the offering circular (1-A) an appropriate percentage of funds raised in the offering to be used for additional marketing.
- Also, in addition to traditional online marketing strategies, there is real value in leveraging influencers, celebrities, articles, press, trade publications, etc. The more “free” marketing exposure you are able to generate, the better. It’s all about attracting investors, and that needs to be your focus.
- Lastly, look to work with a team of service providers that have worked together before and check references both from other service providers and from past clients.
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