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From The Rooftop, March 31, 2015 Edition


From The Rooftop, March 31, 2015 Edition

By: Steve Sadler, CEO, Allegiancy

March 31, 2015

FACT SHEET: Regulation A+, Title IV of the JOBS Act


The Securities and Exchange Commission has put together a nice fact sheet on Title IV of the JOBS Act, commonly referred to as Regulation A+.  The final rules, available here, encompass a 450 page document sharing the process behind the decision making process.  The fact sheet is akin to Cliff Notes and provides a solid overview to the exemption which will become effective 60 days following publication in the Federal Register. Investment crowdfunding platforms are expected to leverage the new exemption that has been described as a mini-IPO.

Highlights of the Final Rules

The final rules, often referred to as Regulation A+, would implement Title IV of the JOBS Act and provide for two tiers of offerings:

Tier 1, which would consist of securities offerings of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer.

Tier 2, which would consist of securities offerings of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.

In addition to the limits on secondary sales by affiliates, the rules also limit sales by all selling security-holders to no more than 30 percent of a particular offering in the issuer’s initial Regulation A offering and subsequent Regulation A offerings for the first 12 months following the initial offering.

For offerings of up to $20 million, the issuer could elect whether to proceed under Tier 1 or Tier 2.  Both tiers would be subject to basic requirements as to issuer eligibility, disclosure, and other matters, drawn from the current provisions of Regulation A.  Both tiers would also permit companies to submit draft offering statements for non?public review by Commission staff before filing, permit the continued use of solicitation materials after filing the offering statement, require the electronic filing of offering materials and otherwise align Regulation A with current practice for registered offerings…



Crowdfunding Industry Set to Explode as SEC Approves Regulation A+


On Wednesday, 25th March, 2015, the Securities and Exchange Commission (SEC) approved the final rules to activate implementation of Regulation A+ which is Title IV of the Jumpstart our Business Startups Act, or JOBS Act. The approval of Regulation A+ is a major breakthrough in the crowdfunding industry as it allows startups and small businesses to raise a maximum of 50 million dollars through crowdfunding under this law.

Regulation A+ Background

After Congress enacted the JOBS Act in 2012, the process to correct Regulation A was initiated. Regulation A was a provision in the federal law that paved way for companies to fundraise a maximum of 5 million dollars through public offers but it was rarely used.

Regulation A’s major shortcoming was the fact that it required companies to register their offerings in every state where they intended to offer securities. Compared to other commonly applied laws like Regulation D, this requirement made it extremely costly for companies to offer securities. Regulation D requirements allowed companies to raise similar amounts or even more without incurring high costs of complying with state laws.

Regulation A+ is a Game Changer

The newly approved Regulation A+ fixes the provisions of Regulation A. First, by raising the maximum ceiling from 5 million to 50 million dollars and secondly, eliminating the state compliance requirement. Most importantly, the new rules set by SEC for Regulation A+ now expand the pool from which these funds can be raised, from just accredited investors, as provided by Regulation D, to the general public.

This means that startups and small businesses can now hold small Initial Public Offers not just from accredited investors, but also from the general public. This will surely be a game changer in the way businesses access capital going forward.

Scott Andersen, ConsultDA Partner (a) and General Counsel at FundAmerica says, “Participants in Reg A+ will frequently operate on an investment advisory model. Compared to the broker-dealer model, investment advisors are not regulated by FINRA and so it is generally less costly to operate. This is important because it offers an option that enables entrepreneurs to pursue business opportunities that Congress intended when it enacted the JOBS Act.”…

READ THE COMPLETE ARTICLE HERE. Brings New Technology to Commercial Real Estate

SOURCE: PR NEWSWIRE breathes new technology and innovation into one of North America’s oldest industries – commercial real estate. Property managers and realtors have the challenge of trying to find and vet vendors. ServiceGems brings new technology that allows users to benefit from improved process management.

ServiceGems removes the need to place endless and time consuming RFP calls instead users opt for an easier and more streamlined approach, which in the end saves large amounts of time. The process connects real estate developers, owners, and managers with vetted contractors. Rather than rely solely on word of mouth, consumers can now choose based on aggregated information such as past performance, pictures, reviews, licenses, insurance information and of course price.  With greater options and better insight users can now make an educated choice and garner better pricing in less time than traditional methods.

Brendan Huff Co-Founder of ServiceGems said, “We have designed our system to simplify building owners and property manager’s jobs. No one likes searching the internet for hours trying to get quotes from contractors, only to end up hiring someone you think is a “professional” then finding out, they are far from it. We centralize a contractor’s history in one easy to use snapshot, allowing our users to save valuable time. At ServiceGems our goal is to eliminate many of the question marks associated with hiring a contractor.”

Since ServiceGems inception in 2012 they have grown rapidly across Canada and the United States. Now offering a staggering 1,000,000 licensed contractors providing a broad range of services from basement renovations to plumbers and handyman.



Changing Work Environment is Affecting Space Needs for Law Firms

A national survey of the legal sector by Cushman & Wakefield shows that law firms are basing real estate decisions on the changing priorities of the workplace.  For a growing number of firms that means smaller, more collaborative spaces in unconventional locations.

“The legal sector is quickly coming to terms with the changing workplace environment. Finding and keeping talent is the priority, and the way law firms are structured and organized is changing,” Sherry Cushman, executive managing director and head of Cushman & Wakefield’s Legal Sector Advisory Group (LSAG), said in a statement.

The survey of more than 400 decision-making representatives of law firms across the United States — from boutique to mega-firms— provides insights and trends about the business, financial and operational drivers affecting the legal sector. The survey was conducted in partnership with ALM Legal Intelligence.

The recruiting and retention of associate talent is a prime consideration. A LSAG national survey of more than 200 young lawyers revealed that the priorities of today’s associates have shifted over the years.  At the top of a list of top 10 important personal factors was work/life balance and mentoring by a senior attorney as opposed to more traditional factors such as reputation of firm, areas of practice and compensation potential.

According to Cushman & Wakefield, this fundamental priority shift is impacting the way law firms look at real estate workplace solutions while also being challenged by generations that work differently.  The challenge to satisfy the desires of the baby boomers – while accommodating the younger and future generations – poses many issues for firms. The survey concludes that the key to being successful is through flexible workplace strategies that can adapt over time, but also support the expansion of technology and new workplace strategies…



CBRE Buys Johnson Controls Unit for $1.48 Billion


Downtown L.A. commercial real estate giant CBRE Group Inc. has purchased the Global Workplace Solutions unit of Milwaukee’s Johnson Controls Inc. for $1.475 billion. The business unit provides facilities management and energy efficiency services to corporate clients.

Under the agreement, the Global Workplace Solutions division will become part of CBRE’s Global Corporate Services group.

The agreement includes a 10-year partnership in which CBRE’s corporate real estate services will be at Johnson Controls’ disposal, and, in turn, Johnson Controls will become the preferred provider of HVAC units and building automation systems for facilities managed by CBRE.

Both companies will also share in funding an innovation lab whose target is to find lower-cost energy management solutions.

Bob Sulentic, CBRE’s chief executive, called the Johnson Controls unit a natural fit.

“The exceptionally talented GWS team will greatly enhance our service offering for occupiers around the world,” Sulentic said in a statement. “With GWS, we further our ability to create advantages for occupier clients by aligning every aspect of how they lease, own, use and operate real estate to enhance their competitive position.”

When the deal is done, Johnson Controls’ GWS President John Murphy will become CBRE’s global chief operating officer. According to the company, the agreement is expected to add $500 million to Johnson Controls’ annual revenue.

CBRE shares were up following Tuesday’s announcement. Shares closed at $38.75, up 6 percent on the day. Johnson Controls’ shares rose 1 percent to $50.44.


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