You’ve got big plans.

Growth.

Vision.

Disruptive Technology.

Wind Resource.

Today, we are talking about: Private Equity.

Equity. Shares. Debt. Stock. Convertible Debt. Partnership Interests. Options.

Equity. A “slice” of the ownership of the business.

This is regulated.

Heavily regulated.

Right now, Canada has 13 jurisdictions regulating securities transactions.

Here is the basic rule :

If you are selling securities, you must file a prospectus.

You must file a prospectus.

…unless you qualify for a prospectus exemption.

Preparing and filing a prospectus is costly and it takes time.

so, there are the prospectus exemptions a.k.a.: –the “ Private Placement Exemptions ”.

Private equity is generally thought of as medium to long- term finance provided to potentially high growth companies. From a regulatory perspective, it refers to the fact that the issuance of securities (debt, or equity) was not accompanied by a prospectus filing.

a prospectus-exempt private placement can be a good way to raise early to mid-stage development capital.

Some companies do private placements 5 to 10 times before becoming a public company, being sold or becoming self-funding through operating revenue.

So, what are the “Private Placement Exemptions”?

Most Common: The “Private Issuer Exemption”: -no more than 50 shareholders -restrictions on the transfer of shares

This is how most start-ups and most “Mom & Pop” corporations are financed.

Also Popular: The “Accredited Investor Exemption”: Securities can be sold to individuals with: (i) over $1,000,000 in financial assets; (ii) over $200,000 annual income (or $300,000 with spouse); (iii) over $5,000,000 in assets; …and to certain investment funds, financial institutions and corporations.

This is how most professionally underwritten securities offerings are exempted.

Also used: the “ Family, Friends and Business Associates Exemption” Allows for a distribution of securities to certain persons who are “close” to the issuer. the “ Minimum Investment Exemption”: Allows for exempt purchases of securities at an acquisition cost of not less than $150,000

What do private capital investors want?

The key to attracting investment capital down the road is start building an attractive investment environment now.

Start building an attractive investment environment now.

Start with the end in mind.

The Right Management Team.

The Right Business Concept.

The Right Liquidity Horizon.

In wind energy each stage of project development is heavily dependant upon foundations laid at an earlier stage.

So, things like the quality of the land option and easement agreements negotiated with farmers early on in the development process can have a fatal impact in later financing stages.

Consulting terms, procurement contracts, employment agreements: all play a big part in the attractiveness of the business in private capital markets.

Start building an attractive investment environment now.

Start with the end in mind.

Dale & Lessmann LLP