Private Placement

Structuring and Negotiation. As consultants we facilitate the private placement process from beginning to end. Our services include structuring transactions, preparing a summary of terms, writing the private placement memorandum, developing a marketing strategy, contacting investors to market the financing, negotiating final terms, expediting documentation and closing the transaction, and serving as interim CFO if needed.

Avoiding Inadequate Capitalization Raising capital can significantly improve the chance of a successful business or product launch. However, In corporate law, “capitalization” is a corporation’s funding and every corporation must be adequately capitalized at the time of formation and on an ongoing basis. Under legal standards, not just any capitalization will do: all corporations must be “adequately” capitalized to avoid piercing the corporate veil. A corporation may be capitalized through an initial investment of cash and other assets. Other forms of capitalization include liability insurance coverage, debt, and equity. Historically 80 % of businesses fail due to insufficient initial and ongoing capitalization. Raising sufficient initial capital for all operations, SG&A, IT, marketing, and investment, is extremely important. Determining the correct amount to raise mean also considering how much is needed to reinvest back into the business for continued sustainable growth. The difference between success and failure depends on this very factor. We conduct a thorough analysis to determine your unique needs and design cost cutting, asset optimization strategies to minimize the cost of capital.

Investor Relations. Under SEC Regulation D, raising capital requires specific documentation designed to accommodate the need of potential investors to adequately analyze the risks inherent in the offering. Every Private Placement Memorandum (“PPM”) prepared by Millennium Management is custom drafted to meet the SEC’s highest specification for Regulation D disclosure on Form 1A. We develop documentation under 504, 506 and other programs for “C” corporations, LLC’s, LP’s using a combination of equity and debt offerings that follow the capital structure designed for your unique enterprise. Our PPM reflects the company’s business, industry Strengths, Weaknesses, Opportunities, Threats, and Risks. Our Private Placement Memorandum include all the primary documentation needed to raise capital, and discloses all necessary offering data to investors.

DOCUMENTATION FOR PRIVATE PLACEMENTS UNDER SEC REGULATION D

The Subscription Agreement sets forth the terms and conditions of the investment and acts as the “sales contract” for the sale of the securities.

Investor Suitability Questionnaire provides detailed information to the company about the investor and whether the investor is qualified under SEC rules and regulations.

Promissory Note Agreements details the debt agreement between the company and the investor.

SEC Regulation D filing. The Form D filing notification and U2 filing are both required and are part of our services. In addition we guide clients through the creation of an EDGAR account with the SEC. EDGAR is the SEC filing website through which the filing is delivered to the SEC.

Regulation D 504 Equity Private Placement Memorandum: Includes all pertinent corporate disclosures and Federal SEC disclosures, Blue Sky Compliance, Rule 504 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, dilution calculations, current stock allocations, SEC stock transfer restrictions & disclosures, investor subscription agreement, and investor suitability questionnaire.

Regulation D 504 Debt Private Placement Memorandum: Includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 504 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, debt offering note structure, promissory note subscription agreement, investor suitability questionnaire, and promissory note.

Regulation D 506 Equity Private Placement Memorandum: Includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 506 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, dilution calculations, current stock allocations, SEC stock transfer restrictions & disclosures, investor subscription agreement, and investor suitability questionnaire.

Regulation D 506 Debt Private Placement Memorandum: Includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 506 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, debt offering note structure, promissory note subscription agreement, investor suitability questionnaire, and promissory note.

Small Corporate Offering Registration (SCOR) / U-7 Disclosure Format: Includes the SEC U-7 disclosure document that is the standard disclosure format for the SCOR program, subscription agreement, investor suitability questionnaire.

SEC Form D: Preparation and filing of the 8 page document required by the SEC for compliance with investment disclosure laws.

Price $2500.00 USD. Includes all of the documentation, items and services listed above. Satisfaction guaranteed. For more information contact customer service: cs@millennium-mgt.net. Purchase: _____________________________________________________________________________________

_____________________________________________________________________________________ Related Services:

Capital Planning

Capital planning is the essential task of determining how a business will afford to achieve its strategic goals and objectives through investments in assets, IP, and Human Capital. Usually, a company creates a Financial Plan immediately after the vision and objectives have been set. The Financial Plan describes each of the activities, resources, equipment and materials that are needed to achieve these objectives, as well as the time frames involved. The Capital Plan details the amounts necessary for sustainability, including plow back ratios. Our planning services include:

• • Assessing the business environment
• • Confirming the business vision and objectives
• • Identifying the types of resources needed to achieve these objectives
• • Quantifying Plow back ratios sufficient for sustainability
• • Quantifying amounts of resource (labor, equipment, materials)
• • Calculate the total cost of each type of resource
• • Summarize the costs to create a budget
• • Identify any risks and issues with the budget set

Creating an accurate Finance and Capital Plan is critical to the success of any organization. It provides the enterprise with rigor by confirming that the objectives set are achievable from a financial perspective. It also helps the CEO to set financial targets for the organization, and reward staff for meeting objectives within the budget set. Our finance capital planning service involves three categories: 1. The strategic role of financial management, 2. Objectives of financial management, and 3. The planning cycle. The financial plan includes four primary financial statements (balance sheet, income statement, cash flow statement, and statement of owners equity) that are created within a business plan. We create financial statements, forecasts, models, and plans including annual, 3 year, and five year projections of income and expenses for your company , division or department. Your finance plan is an estimation of cash needs, a decision on how to raise the cash, such as through activities like sales and marketing, borrowing or issuing additional shares in a company. While a financial plan refers to estimating future income, expenses and assets, the finance plan refers to the means by which cash and capital investment will be acquired to cover operating expenses, for instance through earning, borrowing or using saved cash.

 

BUSINESS PLANNING MODEL:

We analyze all relevant documentation to develop and implement reliable accurate models with dashboards including the complete accounting system, ensuring consistency between capital and finance Plans, analyze and optimize the cost of capital, review debt collection processes, conduct cost/performance analysis, review internal and external reporting requirement and procedures, establish key performance indicators (KPI’s), and efficiency ratios, capital budgeting requirements, and reference class forecasting. Additional features of our financial plan are used for ratio analysis including:

• Income statement(Profit & Loss), monthly, quarterly, (1,3,5 years)
• Income statement 3-5 years with EBITDA and EPS detailed
• Cash flow projection M and Q (1,3,5 year) direct method used
• Cash flow projection annual (5 years)
• Balance sheet projection monthly (1,3,5 year)
• Balance sheet projection (1,3,5 year) with shares issued and NAV per share
• Notes to financial statements, with automated data from the projections
• Tax account, sales and income tax
• Inventory account (1,3,5 years)
• Historic ratios (1,3,5 years)
• Projected ratios (1,3,5 years)including IRR/NPV, SGR, OCF, FCF, Z-score
• Industry standards comparison (5 years)
• Loan capacity ratios (1,3,5 year)
• Annual summary matrix, beginning and ending balances, income statement, cash flow,
• Best/Worst case scenarios (Sensitivity analysis) (1,3,5 year)
• Comparison analysis personnel, sales, advertising, income, cash flow, balance sheet
• Sales and marketing projections(1,3,5 year)
• Annual ROA / ROE / SGR dynamic analysis tree (5 years)
• Annual Average Weighted Cost Of capital (WACC) / Economic Value Added (EVA) dynamic analysis tree (5 years)
• Break-even analysis per product line with charts
• Annual dynamic What-If analysis 
• Financial summary with Compounded Annual Growth Rate (CAGR) 
• Per Product Revenue Analysis Lines (5 years)
• Annual summarized projections (income statement, cash flow, balance sheet, ratios)
• Line of Credit (Overdraft) scenario
• Executive Financial Performance Dashboard – timeline (3 years)
• Exchange rate multiplier
• Technical Implementation

For more information on Private Placement Documentation and complimentary analysis of Capital needs email us at: info@millennium-mgt.net