We have a project and are looking for EB-5 investors. How do we attract EB-5 investors? Is there somewhere we can legally we list our project? Do SEC laws apply to EB-5 project content posted online?
SEC rules apply where the potential EB-5 investor is not exempted by SEC Rule506(c) of Regulation D. In reality, there is no one-size-fits-for-all solution for a project to connect with potential investors. As a rule of thumb, you can put yourself out there where it is visible for investors. Some projects utilize migration agents, some approach immigration attorneys, accountants or financial advisers; and some attend annual migration shows in countries like China, Russia or the Middle East.
We just authored an article describing guidelines for website EB-5 offerings in Volume 2, Issue 3 of EB5 Investors Magazine that may be of some assistance. To further answer your question, the securities laws do apply to EB-5 offerings posted online.
You may contact overseas agents to help you find investors. Contact a qualified attorney to determine SEC regulations.
First and foremost, the securities laws apply to EB-5 transactions. If you intend to market your project, you should have a PPM and should file Form D with the SEC with notice of the states in which you intend to offer. Even if you are offering offshore, your security is a U.S. based security and a Form D would need to be filed. On this form, and in your PPM, you have to disclose what offering exemption you are claiming, which will govern how and to whom you may market for the most part. Since most deals are private placements to accredited investors, your contacts with investors are generally limited to "one on one" presentations and should always be accompanied with a copy of the PPM and retention of evidence from the prospect that they are indeed accredited. Now, there is a limited marketing exemption under SEC rules, but you will have to tread very carefully with that if that is the exemption you choose, as all marketing materials need to be pre-screened by the SEC. This is why very few offerings invoke this exemption. As most people in the EB-5 space will tell you, marketing is often an overseas exercise through gaining contact with immigration agents and others abroad. Even here, however, your marketing activities need to comply with the securities laws in terms of fairness and balance. As is common in the hedge fund arena, many managers utilize the press and other means to gain exposure to the public. An alternative of course is to file your offering in some manner as a public offering, which I do not believe has been done in the EB-5 space. It does not mean it cannot be done, but it may be worth looking into.
This is not a simple question to answer in this forum and you should seek the advice of an experienced immigration and/or securities attorney. There are limits as to how a project may be marketed and promoted and it is important to remain SEC compliant.
Marketing the project will usually involve SEC issues, but also USCIS issues, so retaining EB-5 counsel with a team of professionals (like an SEC attorney) will be important. There are certain databases out there, and many projects promote at industry events and seminars.
All communications regarding your project must adhere to U.S. securities law which can be treacherous and very limiting. I would recommend you consider bringing your project to market using a licensed broker dealer to avoid critical errors.
There is no formal place to list projects, though there are many various private and independent organizations that hold conferences and forums where projects may be marketed. SEC laws certainly do apply to EB-5 project marketing, so you should consult with a securities attorney.
DISCLAIMER: the information found on this website is intended to be general information; it is not legal or financial advice. Specific legal or financial advice can only be given by a licensed professional with full knowledge of all the facts and circumstances of your particular situation. You should seek consultation with legal, immigration, and financial experts prior to participating in the EB-5 program. Posting a question on this website does not create an attorney-client relationship. All questions you post will be available to the public: do not include confidential information in your question.