KoreTalkX #21

Thu, Mar 02, 2023 3:22PM • 31:12

SUMMARY KEYWORDS

real estate, investors, raise, reg, token, technology, Reg A, Reg d, people, ultimately, offering, money, ats, broker dealer, talking, cf, syndication, operators, investing, securities

SPEAKERS

Douglas Ruark, Rafael Gonçalves

 

Rafael Gonçalves  00:57

Hello, everybody. Welcome to the 21st edition of KoreTalkX, our LinkedIn live/podcast that brings knowledge and helps everybody deal with the private capital markets. Rafael Gonçalves, I’m the Communications Coordinator for KoreConX. And today we have a very special guest. As usual, all our guests are special, at least I hope they feel special. We’re here with Douglas Ruark. If I can call you, Doug. Please, Doug. Tell us about you. And what we’re going to talk about today. The stage is yours.

 

Douglas Ruark  01:35

Absolutely. Yeah. My name is Doug Ruark. I’m president of Regulation D resources. We are a 24-year-old firm that specializes in sec offering preparation, and SEC filing preparation. We also have a technology component where we’re able to build and deploy raise portals that run these raises. So we’ve been operating for a long time. And really the focus of our conversation today is going to be on the capabilities of real estate operators to raise capital under these various programs. Over half of our work actually is for real estate, whether that be real estate projects, or real estate funds syndications for asset purchases. So we’re very familiar with the use of these programs to raise capital for real estate and are excited to chat about that today with you.

 

Rafael Gonçalves  02:27

That’s great. That’s great to hear. And my weapon of choice, today’s iced tea, or aren’t you drinking anything? It’s not red wine. It’s iced tea, I swear. Yeah, I gotta drink something. But this is something I picked up from my time on the radio, people wouldn’t see us. So we would drink a lot during shows. But now we have cameras, we have streaming. So I have to tell people that this is not wine I’m working. So let’s start Doug. So I would like to give an overview to our listeners and to our audience about the difference between you talked about reg Ds your specialty of course, we have Reg A Reg CF Reg D reg S. I mean, we have some regulations. But from your perspective, what are what are the main differences you would highlight between reg? A reg? cf And Reg? D?

 

Douglas Ruark  03:22

Yeah, absolutely well, so Reg, D, Reg, CF, and Reg A plus. And really, as far as the order goes, that’s going from what I would consider most simplistic, but also least sophisticated, up to most sophisticated. And so ultimately, when you’re looking at these programs, a big piece of it comes down to what type of capabilities do you want out of the securities offering? Reg D offerings, if there’s a benefit to reg Ds is the simplicity. I mean, Regulation D has been around since 1982. It’s the old traditional private placement exemption. Certainly, there is the 506 C option, which allows you to generally solicit to the public, but you do need to keep the investment limited to accredited investors. And they also have to provide verification. So there is some friction in that subscription process to a degree with that verification. But Reg D fits well, in a lot of situations, certainly in a case where it’s maybe pre-syndicated, where I have a client, maybe they have an infill site development project. And they have, you know, five or six, eight or 10 investors lined up, they’ve maybe got pre-existing relationships with them, but they basically just need a simple vehicle to execute sales of membership interests are limited partnership interests in a compliant manner. And I think in that case, Reg D works pretty well. Reg CF with the changes made in March of 2021, where you can now do a direct CF where you can run a raise on a custom-built raise portal, albeit that that portal is going to be owned and administered by a FINRA broker-dealer. You’re kind of now getting the capabilities of getting a bit of a mini Reg A plus as far as how that works, and then obviously the increase to 5 million on that cap. It really did open the door for a lot of real estate operators now being able to utilize that program. And so we’re seeing a lot more real estate operators stepping in and doing CF. Where they can raise 5 million or less, but if it’s equity, you know, maybe that’s all they need for the project, or maybe they need 10 million, but 5 million, or three or 4 million gets enough equity to leverage an A and D loan or what have you. The big benefit was CF.

 

As you can generally solicit the public and you can raise money from everybody. So you have the ability to raise money from the nonaccredited portion of the public as well as the accredited, and that’s a big advantage. I think the other advantage was CF. In this case, there’s a broker dealer on board, there’s a transfer agent, you know, there’s KoreConX, running your back end with your subscription processing. Always. Absolutely. Always, you have a much more sophisticated offering. But you’ve also eliminated that friction in the subscription process. Anybody that’s demoed KoreConX is end-to-end subscription technology, it’s three minutes, it takes you longer to buy a t-shirt on Amazon’s website than to go through that process. So I mean, you know, there’s a big advantage there in my opinion on CF and then Reg A. Reg A is the top tier program you could file under and certainly has investor acquisition capabilities equal to a public offering is a very sophisticated offering, it’s passing an SEC qualification process, you’re allowed under tier two to raise up to 75 million in a 12 month period. They’re selling shareholder features in there, there’s the ability to syndicate a broker-dealer syndicate if you want, I mean, so it’s a very sophisticated program. We do a lot of work with Reg A for real estate operators each year. If there’s a downside to Reg A, it’s really just the prep cost and the timing, it does take longer and take more money to prepare one of these Reg A’s because we’re really drafting the equivalent of an S one filing. And then obviously, it’s got to be submitted and go through a qualification process. But if the real estate operator is you know, has a little bit more time, if maybe they’re not pressed on, you know, they don’t have a property under contract, they gotta close on in 60 days. You know, Reg A then is a great option. And especially for something like a real estate fund, where you’re gonna go syndicate a larger amount of capital, it really is kind of becoming the default option for a lot of these operators to file under.

 

Rafael Gonçalves  07:22

Yes, I like what you said about making Reg CF a meaty Reg A right? Meaning Reg A plus, right? I like the way you see that. And that’s something very interesting to mention as well, because Reg A plus as costs, people think that raising money is what makes money appear from out of nowhere. No, you have costs filings there’s a whole prep behind it before it’s actually

 

Douglas Ruark  07:46

Yeah, absolutely. Yeah. And I think to like what, you know, that these direct CFs, I mean, there’s not a big difference as far as the investor experience. I mean, granted, the raise portal is going to launch with the broker-dealer, but they’re kind of in the background there. And ultimately, it really provides a very similar experience. And for the investor, they’re going to a custom-built website meant to run your raise. There’s a broker-dealer on board, and you got a three-minute investment process. I mean, so it is interesting. I won’t say it’s equal to Reg A, but it’s pretty close. And ultimately, you are seeing a lot of real estate guys stepping in and doing the CFs now.

 

Rafael Gonçalves  08:26

And we know that you are you’re a specialist in reg D, right? I believe that one thing you can talk about is the investor acquisition process. You mentioned about accredited investors and non-accredited investors when he talks about Reg CF, although you’re not exactly a specialist in in investor acquisition. So what kind of investors are better targeted for a Reg D or for real estate?

 

Douglas Ruark  08:54

I think really, what we’re seeing now with the Reg Ds is that it would be a real estate sponsor or operator that has a network of high net worth, or institutional class or family office money that they’re looking to accommodate, I think, if it’s a real estate syndicator, and they want to go out and raise money in the general public, and they kind of need to build that syndication base, they’re probably going CF or Reg A to obviously to be able to access the entire investing public. So I think on the IA side with a Reg D, most of what I’m seeing is it is going to be more established real estate operators where they have up they have a network of accredited investors. And so ultimately, they’ve already kind of built that base. And granted maybe they do end up doing a CF or Reg A because they want to expand their base and start building in non accredited but I think on an IA side I mean, again, it is the downside of the Reg D if you’re doing 506 C at least is that it is accredited investors only. And so ultimately, you’ve got to feel confident you’re going to be able to raise money from the accredited crowd. So I think it presents some maybe some challenges. I mean, I think if someone comes in, and they don’t have it pre-syndicated, and they need to get into the public domain to raise money, that limitation, you know, it could prevent them from raising capital. I mean, a lot of it just depends on what their network looks like. If they’ve got a deep network with sophisticated accredited investors, then they’re probably going to be fine. If they need to go organically generate interest in the offering, then they might really want to look hard at CF or Reg A plus.

 

Rafael Gonçalves  10:30

That’s great. That’s great to know. Because yeah, we’re talking about a very different capital raising limits, right, we can go from 75 million, which is a huge difference we can talk about is a huge number. We can talk about non-accredited investors, they probably won’t have that much amount. Solely. But yeah, the different strategies for investor acquisition, matter a lot when you’re talking about, especially real estate, right? Because real estate, normally demands more capital, right than a regular shop or regular business, where you can just sell some goods or everything. So in your opinion, when it says we’re talking about reg D, accredited investors only do believe that reg D is more suitable for real estate companies, and what kind of company in real estate goes for Reg D?

 

Douglas Ruark  11:28

Yeah, I think ultimately, where we would see reg D applied in real estate, number one, if the client was syndicating capital for a single asset purchase, and they already had maybe credit investors lined up, or they had maybe some family office money that was going to come in and fund that syndication, then Reg D is, I think, a great option. It’s a simple option, it’s gonna give them a compliant offering to go raise money, they don’t necessarily need the capabilities to raise money from the general public. And so in that case, that would work well, I think the other thing is timing, you know, we do get people that call us and say, Hey, we need to get an offering in place, and then you know, they’ve got a contract on a property, and they’ve got a 90 day due diligence period. So they got to close in 90 days. And that means you got to get an offering prep, you got to get it on market, you got to raise money, and you got to clear any minimum offering amount in a pretty short period of time. So that’s where reg Ds then have a bit of an advantage is that they are more simplistic to prepare. So you need to deal with some of these timeframe issues. There are also not as many parties typically to coordinate, you’re not gonna have an intermediary BD on Reg Ds, typically, you’re a lot of times not gonna have transfer agents, a lot of times, you’re not even going to have necessarily a third party escrow so. So a lot of times, then a lack of these other vendors involved creates some streamlining on the prep process as well. So that’s where I think we might see reg D used over some of these other programs is either timing considerations, I gotta get out as quickly as possible and raise money, or I’ve already kind of lined up the money, and it is from either institutional class or accredited investors, and there’s no need to go see APA, Reg A and incur the additional costs.

 

Rafael Gonçalves  13:09

So see, it’s not only about the limit, the raise limit, or the amount of money you receive, it’s clear that there’s a whole lot of other structure that is necessary for x. Yeah, for a D. And then maybe it’s not needed for Reg D, right?

 

Douglas Ruark  13:25

Yeah, I think ultimately, you know, where I see the CFs, and the Reg A’s coming into play, is when the client, a lot of times when the clients going to do something like a real estate fund, where they don’t have timing considerations. They don’t have properties under contract, it’s going to be a blind pool. So we’re going to raise the money first. And then we’re going to start acquiring assets based on whatever has been drafted into the filing, as far as the gating on markets and the asset class and what have you. And so in that case, then the timing component is immaterial. You know, if it does take 60 days to prepare the CF, for example, that’s fine. It’s not like they’ve got timing considerations that are impacting them. And then I think, just from a size standpoint, you know, if the client is going to start raising 10, 15, 20 million or more in equity, then you know, that’s a significant lift, especially if they don’t have institutional class investors lined up and they need to get into the public domain and raise money. They’re going to look at Reg A. And I think ultimately what they’re looking at, and this is just what I’ve seen from a lot of these clients that we’ve worked with is they are interested in building a syndication base for the future for the sponsor. So as they execute these raises, and they go out and do these Reg A’s, then maybe they have 800 investors in their first Reg A and then maybe they get 2000 in  another one or a different round. But ultimately they start building the syndication base, and they might end up with 678 1000 investors that are participating with them. And that syndication power going forward because then when they launch a new round or they have a new project They got 8000 people they can go to that have invested with them, they’re probably looking for more opportunities than it is huge. But I’ll say part of what’s what’s been critical here. Throwing a nod to KoreConX is the back end investor management technology, I have to unwind on many times calls with people where they say, Hey, last time we did syndication was 2008. And we want to do a minimum subscription amount of $250,000. Because we just don’t want to deal with managing a lot of investors. And I have to get them to understand, look, the game has changed. I mean, as far as technology for managing investors, the technology now to manage a large cap table is phenomenal. And so there’s nothing to be afraid of, and having a lot of passive investors that are supporting you. But beyond that, again, you’re also building a syndication base. And that syndication power going forward for raising more money for more projects or another round out of the fund or what have you. So part of what happens that is you know, I’ll send, you know, prospects over to you guys and they demo your technology. And it’s kind of funny because they come back and go wow, like that really changed our outlook on how we want to go operate. And so I think that’s the thing is, yeah, the rule changes have been significant. And the ability to go execute something like a Reg A plus is obviously significant, but the technology that’s now backstopping these offerings, not just the subscription processing, which is phenomenal, but the investor management is huge. And I think it’s changing how these these these real estate operators are really looking at how they’re going forward with their syndications.

 

Rafael Gonçalves  16:33

Yeah, that’s that was powerful. That was a powerful thing to listen to. When you went up all the clients came back from the demo. Yeah, for more technology at KoreConX, of course, we work hard for that our technology team works hard for that. We are all growing. We’re all working together, of course. But you mentioned something that is you mentioned two aspects that actually that I would like you to get back to. First one is the timing, right, maybe you are raising money and you don’t have a project yet, you’re still going to buy an asset. And real estate investments, are obviously long. They’re very different from regular retail goods. Obviously, real estate is in the long term, as usual. And we talked about the technology for managing investors and then communicating with them with their base. This is all about all capital formation, which is what we have been talking a lot about. And we even will link our webinar on online capital formation, because that’s something KoreConX and you and Reg A resources, and you look you stand for the online capital formation is a is not a trend, right is something it’s, it’s like an evolution. We are maturing direct with the Jobs Act and the regulations. So I would like you to comment a little bit more of that on the expectation for returning the real estate investment and, of course, long term. And how does technology? How can technology help overcome this obstacle of wow, investing online? Isn’t it dangerous?

 

Douglas Ruark  18:18

Yeah, I think well, first of all, I think the real estate, I think is very well suited to this because real estate is an asset class and an investment class that everybody can get their arms around, you know, if there’s an issue with deals like medtech, for example, is that you’ve got to very carefully in an articulate manner tell that story. Because usually these med tech companies they’ve got, you know, this amazing game-changing technology, but you’re talking about concepts that are going to, you know, fly over the head of the average investor, a lot of times real estate’s different, you know. We’re buying self-storage facilities in these following areas because these following areas are growing, and people need self-storage. You know, I mean, like, so I think, when you look at online capital formation, and you look at as, as applied to real estate, they’re a great fit, because ultimately, you really do want to access the entire investing public, because the entire investing public has the ability to understand our real estate based investment pitch. And I think also what we’re seeing is that more and more people are starting to understand that they don’t have to be confined to publicly traded investments that the mortgage broker up the street that makes 80 grand a year and he’s got a half million dollar net worth, he can invest in a private real estate fund if he wants to, you know, through Reg A through a reg CF. So, I think ultimately on some of the things that we look at with real estate being a long-term investment, you know, obviously, there’s various ways that investors can obtain liquidity. One of the ways that we’re starting to see obviously gain traction is ATS systems where you know, once the offering is closed, and there’s not going to be any competition between primary sales and secondary sales that you can open ATS access and then The investors if they want to put securities up on an ATS, again, assuming there’s no rule 144 restrictions or anything like that. So, yeah, I mean, I think from a technology standpoint to, you want to mimic what they would face buying publicly, publicly traded securities. So when I go to a raise portal, and I hit the invest button, I want that experience to be professional, seamless, efficient, high tech, right? I mean, just as if I had gone to my E-trade panel, and I’m gonna buy some shares in Google. And I think that’s something that I think is really impressive about where we are, as far as technology is, you get that, you know, I mean, again, you look at KoreConXs end to end subscription processing system, you hit the InVEST button, it’s E-trade sophisticated, as far as going through that process. And that’s what you want. You want that investor to feel comfortable that they’re going through a subscription process that’s regulated that’s compliant. And ultimately, that’s where we are today with the with the technology.

 

Rafael Gonçalves  21:03

Yeah, compliant, being compliant, and trustworthy. I believe they are very important aspects, not only for internet for for online trading or investment, but for the internet as a whole. Right, we have been seen a lot of issues with digital assets, with some, with some kind of issues going on and FTX crash, which just happened some time ago. I mean, we’re not talking exactly about that. But accuracy and compliance are always going to be important. We stress this all the time if we have to be trustworthy and compliant. That’s great, you know, but as we prepared, this show, you also mentioned that, in your speech, we discussed a little bit about the tokenization aspect, and the alternative trading system, the ATS. And you showed me an interesting point of view regarding this and their relation with liquidity, especially in real estate. What are the benefits you see for each of them for tokenization? And for the ATS in this sector?

 

Douglas Ruark  22:23

Well, look, I think, ultimately, in my opinion, I mean, a lot of companies try and fit into the token box when there isn’t a need to. And so I think there is some benefit, I think, wherein if you’re able to set up tokens, and there is a secondary market available for the tokens or potentially even a utility benefit, where you’re getting tokens is backed by real estate. But there’s some sort of ecosystem there where there’s a utility benefit, ultimately, I think. Look, Blockchain is phenomenal technology. I think with the token aspect, part of what an issuer needs to look at is, what’s the most efficient way to accomplish this goal, which might be syndicating capital for a real estate purchase. And then, ultimately, am I going to increase my investor pool or decrease it by making that choice between tokens or traditional securities, what I mean by that is an LLC, for example. That’s going to raise money to acquire real estate assets while LLC has been around forever. Investors are familiar with them, they understand a membership interest, and they understand a waterfall of net cash income. So they’re familiar with that. And that familiarity is going to allow them to feel more comfortable in investing when they start looking at tokens. Tokens are fairly new, even if they’re real estate backed. Okay. And I think that is something you got to look at, there’s a difference between a real estate-backed token and a crypto coin that may not really have anything backstopping it. So, thought what you’ve got to look at is, have, you know, has there been a proper and articulate and detailed, you know, rights document, you know, certificate of designation type document created for that token? 

 

I mean, usually, when people come into our firm, and they start talking about wanting to do a token offering for real estate, part of where I see them hung up is that they haven’t really worked on any of the documents that are actually going to memorialize these tokens, what are the rights of the token holders? Because it does require some pretty specific documentation because it is a security. And I think ultimately, then, when you go into the public domain, part of what you got to think about is, is the investors that I’m targeting, are they going to understand a token better or something like a membership interest or share stock if it was going to be like a REIT? So ultimately, to what I’ve heard over the years, from the guys that are interested in the tokens is, well, hey, there’s going to be secondary market liquidity because you get this token and the token can be put up on these platforms at some point if you want to sell it over. Okay, well, obviously, part of that is hinged on where are you going with these tokens as far as that secondary market platform and the access and what have you and what what does that market look like? But ultimately, with the advent of these ATS systems, an LLC, you know, you can put membership interests up on an ATS and sell them and have secondary market liquidity. So I think I’m not anti-token. But I think what I’ve seen a lot of times is, and I think I’m starting to see it kind of tamp down a little bit now. But you know, three, four years ago with the craze on crypto and tokens, everything, I think people are just trying to force a deal into that token box, wherein I think they probably would have been better off sticking with traditional securities. So ultimately, I think, you know, there are times where it’s a fit. And I think there are times when they might just be better off selling, selling traditional securities. And as I said, a lot of it comes down to who are they targeting. And are those people going to understand a token versus traditional security?

 

Rafael Gonçalves  26:02

Yeah, I mean, what we’re trying to say here is that, especially regarding liquidity in real estate, tokenization is not a silver bullet. Right. It’s not necessarily something that will magically bring solutions. Right?

 

Douglas Ruark  26:19

I would say it’s not a silver bullet, it’s an option. And I think it’s an option that might fit well with certain deals. And I think ultimately, might not fit that well on other deals. So I think it really just comes down to the client’s specific situation as to whether or not they’re going to look at that type of hybrid security.

 

Rafael Gonçalves  26:36

Nice. Yes. It’s very, very interesting. So as we’re approaching the end of our show, something else we’d like to cover. We’re having the KoreSummit coming up, which is an online event, an educational event 100%. Free for participants, starting on February 27. Next Monday, not this Monday, next Monday, the 27th until March third, you are going to be in a couple of panels, right? I believe we’re going to be two panels, right? That was right.

 

Douglas Ruark  27:12

Yep. Yep. Correct. I’m going to be moderating two panels looking forward to it. So it’s gonna be great people on both. So yeah, it’s gonna be fun.

 

Rafael Gonçalves  27:20

Yeah. What are your panels? Sorry, trying to get back here to my schedule, but it’s not opening.

 

Douglas Ruark  27:26

Yeah, I’ve got it. Let’s see, I’ve got the real estate panel. And then in March, I’ve got which regulation should I use for real estate to reach everyone. So those are the two that I’m going to be? Yeah, there’s it looks like those are the two that I’m moderating.

 

Rafael Gonçalves  27:44

Yes. So we’re going to have an expand a very expanded in-depth version of this talk over the course of the Summit, where you can subscribe on Airmeet, we have links on our page for the LinkedIn for air meet. It will be fun, definitely. It’ll be fun. We’ll have a bring a lot of opportunities. And, of course, deepening this conversation we just had talking about the regulations options. We have people with different backgrounds, from broker-dealers to respirations. I mean, it’s going to be wonderful. Doug, I believe we can wrap it up in almost half an hour. Wow. Time flew. So leave your final advice, and invite people for you to follow you, your beach, your Instagram or LinkedIn, whatever. Just yeah, absolutely.

 

Douglas Ruark  28:31

Yeah, you could find us online, Reg D resources.com, or just type Regulation D resources into Google will come up, obviously, our LinkedIn, Facebook, and all that stuff’s linked on our corporate site. And certainly, anybody that has any questions on these programs, or, you know, hey, here’s our situation. And there may be looking for just some feedback, by all means, give us a call, we do a ton of real estate work. It’s a really exciting time in the industry. I mean, as someone that’s been doing this for 24 years now, I remember the old school days where you had one-off, you had the old reg D program, and that was it. You couldn’t generally solicit anybody. There certainly wasn’t this kind of technology available. So I think, you know, it’s funny when you see people like myself or Oscar people that have been around this business for a while, and you see the glow. I think it really what it is, is just that it’s a completely different timeframe now, and the capabilities for a company to go raise money and the technology that’s there to assist them to be successful. It’s just phenomenal. So it’s a fun time. It’s been fun to watch this industry change and evolve. And it’s evolved in the right direction, in my opinion. So yeah, so it’s, it’s fun doing these I like sharing my excitement about the industry and obviously, love being partnered up with KoreConX and as a technology partner on these deals.

 

Rafael Gonçalves  29:52

Yeah, and it’s amazing. So 24 years. So you started before the millennium bug, which never happened, by the way, but a landmark Oh,

 

Douglas Ruark  30:00

yeah, yeah. Now we started in 1999. So, and as I said, I mean, you know, watching these programs evolve has been one thing, watching the technology Evolve is another, and then just the fact that you can go out on your social media and really leverage a lot of attention for an offering very quickly is, is powerful stuff.

 

Rafael Gonçalves  30:23

Yeah, it’s powerful. Well, well, the first change was the millennium bug, which never happened. But still, it’s amazing to show how long, how long you’ve been working on that. And it’s great to be partnering with you. And it’s gonna be great having you on the court talks again. So, Kirk talks and of course summit next week, of course. So, thank you, everybody, for listening to us for watching us. You can follow us on LinkedIn, on YouTube on Spotify. We’re there we are happy to share information, share knowledge. We are open for a conversation, give us a call. We have the largest Reg A and Reg CF library on the line in our blog, visit www.koreconx.com And you can find us there. So it was a pleasure being with you. Thank you.

 

Douglas Ruark  31:06

Thank you