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What is a Private Placement?

Investing in a private placement opportunity is done off-exchange, and usually involves a small number of investors who are either institutions or accredited private investors. There are many possibilities when it comes to the types of private placement investments that can be made, but the nature of the offering is that it is not public, it is made to a small number of institutional level or individual accredited investors (see Regulation D, Rule 505 and 506), and the offering is not registered with the SEC. Continue reading...

What Does Debt Financing Mean?

Debt financing occurs when a company borrows money or secures financing through loans, with the obligation to repay the money (typically with interest). Generally, a corporation will engage in debt financing by selling bonds in the marketplace or to private investors, or with promissory notes or commercial paper. Generally the terms of the bond or the loan will have the company commit as collateral assets of the business, such as real estate, cash on hand, or fixed assets. Continue reading...

What is a Warrant?

A warrant is an agreement giving the holder the right to buy (or sell) a certain number of shares of a company. Warrants are often requested or granted when a company engages in a loan from private investors - it will give the lenders the opportunity to buy and own shares in the company if its stock appreciates or if the opportunity seems attractive. If the company fails to grow and deliver, the warrants can simply go unused with no financial impact for the holder. Like options, there are warrants that confer the option to buy shares (call warrants) and those that allow the holder to sell (put warrants). Continue reading...

Should I invest in private placements?

Should I invest in private placements?

Different opportunities to invest in private placements may present themselves to wealthy individuals over time. Unless the opportunity comes from someone that you know and trust, and you have the ability to research the opportunity, it is probably something you should avoid. Private Placements are sometimes complex deals that cost people a lot of money. You should definitely have your guard up if one is pitched to you. In general, the company or partnership seeking the private placement will not have to register with the SEC or report their books accurately on a public record. Continue reading...

What is Private Equity?

In the world of finance, private equity is a relatively new industry whereby private companies finance other businesses through direct investment, often in exchange for equity in the company and in some cases, decision-making capabilities. Private equity companies generally use capital of the principals or of high net worth investors to strategically invest in growing companies that need growth capital or seed capital to expand operations. Continue reading...

What is Probate?

What is Probate?

Probate is the legal process that takes place after a person’s death, during which legal documents (such as wills and trusts) are reviewed and enforced. A person’s will generally must be validated by the court, after which the person’s assets are distributed to the heirs accordingly. If there is no will, then the probate court will decide how to distribute the assets, which may not be consistent with the deceased’s actual wishes. Continue reading...

Where can I get information about private placements?

Where can I get information about private placements?

The short answer is, you can’t. Private placements have no reporting or registration requirements with the SEC or other entities. Sometimes this can be good for investors who enjoy the discretion. But it can also be a shield for unethical business people who prefer to avoid regulatory oversight. There is no source for detailed information about private placements unless you personally know a general partner who can describe to you his project, or who comes highly recommended with a lot of references. If an offering seeks to raise over $2 million in the capital in a year’s time, they are obligated under Regulation D to provide audited financial statements to the investors. Continue reading...

What should I know about private placements?

What should I know about private placements?

Private placements fall under Regulation D, usually, which stipulates the rules by which investors can be sought and placed into privately arranged contracts for equity investments. Private placements may be for non-public companies, or it may be a private offering of a publicly traded company. Regulation D stipulates the guidelines by which investors can engage in private investment without many reporting requirements. Continue reading...

What are the Forms of Ownership of a Corporation in the United States?

There are many different forms of ownership of a company in the United States. This subtopic describes some of them. Corporations can be privately held or publicly traded. There are also C-Corporations (C-corps), which are the typically large companies controlled by a board of directors, and S-Corporations (S-Corps), which are smaller and have some of the characteristics of LLCs. LLC is an abbreviation for Limited Liability Company, which is a pass-through entity for partnerships or sole proprietors which shields the private assets of the owners from the liabilities of the business. LLCs are almost entirely regulated by state law, and while they can issue stock, it depends on the state. Continue reading...

What is a pivot point?

What is a pivot point?

A pivot point is a technical indicator used by traders to determine overall market trends over various windows. This indicator used to be solely the average of the high, low, and closing prices of the previous day, but modern trading utilizes different versions of this concept for day trading and short term analysis. In many cases, pivot points are now quick-reference tools used in intra-day trading that give the trader benchmarks and perspective as short-term price movements happen. How the trader calculates the pivot point depends on whether the point is going to be part of a chart with a scope of several minutes or the present day or present week. Continue reading...

What are Pivot Points?

What are Pivot Points?

Pivot points are quick-reference tools used in intra-day trading that give the trader benchmarks and perspective while short-term price movements happen. Pivot points are set by taking the high, low, and close price levels of a stock market index or individual security for the previous day or week and basing support and resistance levels from there by multiplying those numbers by simple factors. These multiple might be very simple, such as 2x or 3x, or using Fibonacci numbers, which is still a simple calculation if you have the Fibonacci numbers. These are meant to be very quickly generated on a piece of scratch paper, and because of their simplicity, they were a favorite among floor traders. Continue reading...

How Can the Money in My Coverdell ESA be Invested?

You have about as many investment choices in a Coverdell as you would in a personal IRA account. Money in a Coverdell ESA can be invested in financial instruments such as mutual funds. You can establish a Coverdell ESA at any major brokerage or bank, and the investment choices will vary depending on the institution. The account will grow tax-deferred, and the withdrawals are not taxed as long as they are used for appropriate educational expenses. Continue reading...

How is Ripple Different Than Bitcoin and Ethereum?

How is Ripple Different Than Bitcoin and Ethereum?

Ripple’s XRP has the third-largest market cap in the cryptocurrency world, but what gives it value? Ripple Lab’s intent was not to be a store of value or a currency, per se, like Bitcoin. Neither did it intend to be a platform for developers to explore the possibilities of blockchains, like Ethereum. Ripple was always focused on being a payment system, facilitating transfers between banks, currencies, and countries in a way that would not be possible without blockchains. Continue reading...

What are ICOs?

What are ICOs?

ICO is an acronym for Initial Coin Offering, and it is the primary way that new companies can use blockchains to raise capital. Many entrepreneurs have gotten their start in the last decade through crowdfunding sites such as Kickstarter, where anyone can contribute funds to help an idea get off the ground. Obviously, such funding methods were bound to reach new heights when peer-to-peer blockchains came onto the scene. Blockchains allow transfers of value anywhere in the world without regulatory... Continue reading...

What is an Earnings Recast?

An earnings recast is a revision of previous earnings reports, in which a company has made different choices with their accounting methodology that they feel are a better representation of their accounts. A common time to do this is after a company has divested itself of a subsidiary, when it will publish recast financial statements from the preceding years that show the company’s performance without the subsidiary being included. Continue reading...

What is a C-Corporation?

C-corps are generally the larger, more established companies in the country – most publicly-traded companies are C-corps. C-Corporations are companies which, as opposed to S-Corporations, are subject to federal income tax entirely separately from their owners. In addition, the earnings (or losses) are distributed among the shareholders (usually as dividends) and will appear on their individual income tax reports. This is the double-taxation for which C-corps are infamous. Continue reading...

What is Form 8891?

IRS Link to Form — Found Here Form 8891 was previously used by individuals with retirement plans held in Canada when they were living in America, each time they took distributions. The process proved to be cumbersome for many good-natured Canadians, and caused the IRS a lot of trouble as well. This form has been retired in favor of an acknowledgement on the IRS Form 1040. Form 8891 is no longer used, which came as a relief to many Canadian-Americans who had retirement plans from work they did in Canada. Certain filing requirements still exist, such as a new form replacing the FBAR, for foreign bank accounts, now called the FinCEN Form 114. Continue reading...

What is a Coverdell ESA?

A Coverdell ESA is an account which can be used to save for educational expenses. These used to be called Educational IRAs until someone realized that didn’t make sense. A Coverdell Educational Savings Account (ESA) allows you to save money for your child’s future education costs. As opposed to a 529 Plan, which is limited to post-high school education, money from an ESA can be used as early as Kindergarten. Continue reading...

What can I learn about venture capital?

What can I learn about venture capital?

Many people know about venture capitalists that help provide the funding for startup companies in Silicon Valley and other areas. In reality, only a small portion of venture capital is directed at seed money for startups. The rest of it is directed at companies in various phases of growth that need capital to fuel a new expansion or to turn their business around. Venture capital comes from individual investors or venture capital firms who agree to infuse new money into a business in exchange for an equity stake in the business going forward. Continue reading...

What is an Investment Club?

An investment club can be a term used for a group that organizes itself for the purpose of pooling investment dollars and participating in the market, or for a group that meets for informational and educational purposes. Clubs that actually invest sometimes organize themselves as LLCs and establish a system for how to choose and manage their investments as a group. Even though “investment club” may sound like an informal and relatively unregulated way to invest with pooled assets, they are actually subject to regulation by the SEC. Continue reading...