EB-5 Funding Workshop Presented by Greenberg Traurig and USAdvisors.  This one day session highlighting the use of the EB-5 Visa Immigrant Investor Program as a source of alternative capital will show developers how to harness this vehicle to fund their projects and create U.S. jobs.  Issues such as creating Regional Centers, structuring legally compliant securities offerings, performing due diligence on projects and prospective investors alike, as well as properly funding the transaction will all be covered by experts in the field. 

Randy Johnson, Senior Vice-President for Labor and Immigration , U.S. Chamber of Commerce will open the Overseas Funding conference with remarks from the U.S. Chamber of Commerce

In 1990, Congress created the EB-5 program to stimulate the U.S. economy through job creation and capital investment by foreign investors. Expansion of the program was enacted in 1992 through the introduction of the Regional Center Pilot Program. How can your business use this program today to obtain alternative financing? 

• History of EB-5 and Regional Center Pilot Program and what’s important today
• Basic Definitions and buzz words you should know
  
• Regional Center, new commercial enterprise, job creating enterprise, TEA, Job Creation (indirect vs direct), visa caps, economic reports, methodologies, I-526, I-829, I-924. material change
  
• Capital Investment Requirements
  The “artificial reality” of dealing with the Immigration Service
  
• Benefits and Risks Associated with the Program 
• Is EB-5 for everyone or is there a Sweet Spot?

Not every organization looking for capital wants to, or should enter, the regional center business full time. Learn what options are out there for you in the world of EB-5 and what considerations are critical for negotiations.  The session will  deal with the importance of having experienced professionals working with you and will also focus on TEA’s, business plans and economic study considerations.  

• Having the right team to get you designated
  
• Making sure all your players are stars
  
• Properly funded-You gotta spend money to make money
  
• Understanding the process and the Agency you are dealing with Operational Plans and other grand schemes!
  
• Can you carve out a TEA? 
• How important is the economic study?
  
• Organizing the project itself
  
• The importance of the business plan and economic report 
• Having your Project “adopted”  or purchasing an existing regional center
  
• LOIs, Term Sheets-considerations for negotiations
  
• Due diligence 
• Stand Alone investments and pooled investments

• Managing Legal Risks on Construction Projects
• Avoiding Defective Construction
• The Critical Importance Of Construction Insurance

What is USCIS really looking into at the I-924 stage?

• Bridge Financing
• Job Creation Issues
• Targeted Employment Areas

David Souders will provide a presentation which will identify risks related to a capital raise and your options for mitigating these risks. David will begin with an overview of the various liability risks he and his underwriters have identified in regards to general capital raise activities and more specifically, raising capital through the EB5 program. He will then highlight various ways to minimize these risks by means of avoidance and by transfer to other parties involved in the capital raise.

Finally, David will discuss specialty insurance products designed for those who raise capital via a private offering.  His discussion will include clarification as to what liability risks are insurable vs. uninsurable; as well as the specific coverage features a policy must have in order to properly protect your company.

Partnerships with government incentive programs:

• New market tax credits
• Historic tax credits
• New Jersey HUD credits

Leon Fresco, Staff Director for Senator Charles Schumer who heads the Senate Judiciary Subcommittee on Immigration, Refugees and Border Security will be on hand to discuss the status of the EB-5 Program Extension as well as give the audience an update on other related immigration topics.  
*Invited not yet confirmed

Having access to accurate business information about EB-5 projects in an SEC compliant manner is critical to investors, attorneys, wealth managers and institutions, as well as the EB-5 projects and Regional Centers themselves. These panelists will explain the importance of business due diligence and what should be reviewed when evaluating a project.  Specifically this panel will describe which factors investors and advisors use to determine value and the probability for success.

The importance of using a FINRA Registered Broker Dealer and the implications of using unregistered finders will be discussed in in depth.  The panel will also unveil a new platform entitled EB-5 Exchange whose goal is to accurately distribute EB-5 project information in an effort to assist investors in making informed decisions on where to invest as well as well as to allow developers access to Designated Regional Centers in an effort to foster collaboration on new projects..

The goal of the Exchange will be to accurately distribute EB-5 project information to investors and their counsel on which they can make informed decisions on where to invest as well as allow developers access to Centers who they may collaborate with to raise funds under existing USCIS designations.

This discussion will also include describe which factors investors and advisors use to determine value and the probability for success as well as the necessity for working with FINRA Registered Broker Dealers to avoid violating issue exemptions, investor litigation and possibly facing rescission. 

This panel will discuss the realities of bringing an EB-5 offering from formation, through USCIS designation and then to market.  Discussion includes general compliance for regional centers.  It will also examine the recently passed Jobs Act and what that means for marketing onshore. 

• Realities of bringing an EB-5 offering from formation through USCIS designation
• An Offering is an offering is an offering-yes it is a security!
• What needs to be in the PPM?
• Exemptions? The dangers of templates
• Updates, Amendments and Material Change and the dangers of non-disclosure
• Designation, exemplars  and approvals  does not = SEC compliance
• Marketing your project
• Radio? TV Solicitations allowable under the Jobs Act?

It is critical that your Regional center and/or project keeps its reputation above reproach- with the community, the USCIS and with other potential investors.  Delays in petitions approvals due to source of fund or background issues can wreak havoc on a project.  It is  important to ensure… immigrant investor funds released from escrow and remain in the project until individual investor I -526 and I-829 petitions are approved. Be careful, be selective; the requirements of individual investor petitions including documentation of lawful source and trace of funds.

• Source of Funds and tracing of funds-whose responsibility is it?
• Currency controls and creative solutions
• OFAC licenses and preparation of petitions for nationals of sanctioned & designated countries
• Money laundering

Immigration and securities laws issue that sneak up on you as you go to market. This panel will examine issues relating to:

• Keeping up with the government, they like to go back and change things
• Regional Center Amendments
• Material Change?
• Economic Methodologies
• Making your case to the USCIS and praying the adjudicator drank their coffee that morning.
• Project due diligence
• Making friends with the wrong people
• Not understanding that this is a SECURITY Offering-did we mention this on the panel before?

• Tenant Occupancy
• Job shuffling/ Relocation
• Chinese Currency Restriction Review
• South Dakota and New Orleans lawsuits
• Victorville and what this means for refinancing
• EB-5 Re-authorization and other possibilities from Congress
• Delays at the Consulates
  
  

The discussion for May 17th will discuss how international capital is funding U.S. early stage, seed and venture capital transactions to help create the next generation of American job creating technologies and industries.  Experts in the fields of angel and venture capital financing will be discussing how both U.S. and Foreign Capital is helping develop the new technologies, products and services that will fund U.S. development from Silicon Valley to the Hudson Valley and beyond.

Presented by USAdvisors and The Soho Loft.  The Soho Loft Capital Creation (TSLCC) Event Series is the only global event platform where accredited investors; accomplished angels; microfinancing groups; CIOs of investors; select merchant and investment bankers; VCs; family offices; incubators; private equity firms; pre-IPO mutual funds; secondary stock specialists; seasoned entrepreneurs; tax and legal experts and equity analysts from across the world assemble in order to exchange ideas, discourse and opportunities that will help reshape the capital markets and stimulate economic growth. Our mission is to help develop the infrastructure of the rising private markets so that it can mature into a viable and functional marketplace that facilitates capital formation, innovation, expansion and job creation.

Dara Albright, Founder of NowStreet & Co-Founder of The Soho Loft Capital Creation Events

David Weild, Chairman and CEO of Capital Markets Advisory Partners and former Vice Chairman and executive committee member of The NASDAQ Stock Market

The JOBS Act: tossing out 80 year old securities rules and modernizing capital formation and how it got embedded into The JOBS Act:

o What are the issuer Offering Limits?
o What are the Investment Limits and who will ensure that they have not been exceeded?
o Public Disclosure Requirements & SEC Reporting
§  What issuers will require reviewed financials? Which ones audited financials?
§  Annual Reporting requirements?
o Discuss the need for Due diligence and Transparency – how important will SEC reporting become? How will transparency impact the issuer’s capital raise? -
o The bill states that crowdfunding offerings must be conducted through a qualifying Crowdfunding “portal” or via a registered B/D? Please explain the difference –
o How will Crowdfunding “portals” be regulated? –
o How does the new law address intermediaries such as finders and brokers? –
o How does the new law address commissions? -
o Discuss Crowdfunding advertising limits –
o What additional requirements (not listed in the bill) do you foresee the SEC demanding?-
o How can the crowdfunding sites mitigate fraud? -
o As a late stage private company investor, how do you view Crowdfunding?
o How should crowdfunded deals be structured? Common vs preferred? How would this impact subsequent rounds of financing?
o How do you think the SEC will view this asset class? -
o How can regulators help investors feel comfortable investing in this new marketplace –
o How will the changes affect State Securities Laws and Blue Sky registration requirements? –
o There has been recent news about a “fake” kickstarter project that took only two days for the “crowd” to realize that the project was a scam and that NO investor money was lost. q: how long would it have taken the SEC to have detected this fraud and how much money do you think would have been lost? –
o Where do we see the Crowdfunding regulatory landscape a year from now? -

 Capitalizing with equity-based Crowdfunding

How Crowdfunding will Revolutionize Wall Street

 Crowdfunding Success Stories

 Developing the Infrastructure of the PCM: Settling & Clearing Private Company Shares

How the powerful combination of new regulation & social media is fueling the expansion of The Private Company Marketplace (PCM)

The Social Internet: A discussion of where we are now in the Social Media space by Lou Kerner:  First social media analyst on Wall Street, now investing in great social and mobile companies at The Social Internet Fund

How to Invest in Viral Growth Companies