Am I qualified to invest in a Rule 506(c) offering?
Only accredited investors may invest in a Rule 506(c) offering. This limitation exists because these offerings do not have the same investor protections as, and have unique risks when compared to, offerings that are registered with the SEC.
an accredited investor, in the context of an individual investor, is a person who:
had income in excess of $200,000 (or $300,000 with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
has a net worth over $1 million, either alone or with a spouse (excluding the value of the person’s primary residence or any loans secured by the residence (up to the value of the residence)).
Investor Bulletin: Accredited Investors
The SEC’s Office of Investor Education and Advocacy is issuing this Investor Bulletin to educate individual investors about what it means to be an “accredited investor.”
What does it mean to be an accredited investor?
Under the federal securities laws, a company or private fund may not offer or sell securities unless the transaction has been registered with the SEC or an exemption from registration is available. Certain securities offerings that are exempt from registration may only be offered to, or purchased by, persons who are accredited investors. One principal purpose of the accredited investor concept is to identify persons who can bear the economic risk of investing in these unregistered securities. Unlike offerings registered with the SEC in which certain information is required to be disclosed, companies and private funds, such as a hedge fund or venture capital fund, engaging in these exempt offerings do not have to make prescribed disclosures to accredited investors. These offerings, sometimes referred to as private placements, involve unique risks and you should be aware that you could lose your entire investment. The SEC recently adopted rules to permit general advertising for certain exempt offerings.
Are you an accredited investor?
An accredited investor, in the context of a natural person, includes anyone who:
earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
has a net worth over $1 million, either alone or together with a spouse(excluding the value of the person’s primary residence).
On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse, and cannot, for example,satisfy one year based on individual income and the next two years based on joint income with a spouse. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years. In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:
Any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or
Any entity in which all of the equity owners are accredited investors.
In this context, a sophisticated person means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.
NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES
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The information on this Site is for informational purposes only, and is not an offering of or a solicitation to purchase securities or otherwise make an investment. Securities may only be offered or sold pursuant to registration of securities or an exemption therefrom using offering documents and sales of securities will be limited strictly to those persons who are qualified as “accredited investors” as defined in Regulation D promulgated under the United States Securities Act of 1933. Material information is detailed in the offering documents, including, but not limited to, risk factors.
Everything communicated by IvyLine Capital Group LLC, IvyLine Dynamic Growth LP, IvyLine Capital Advisors LLC and its affiliates and agents, regardless of whether it is written within the Site, the Fact Sheet, spoken, recorded audio or video, is intended for education and informational purposes only. All comments are solely the opinion of the presenter. Regardless of whether spoken or written, nothing shall be considered as giving investment advice, an offer, or solicitation, to buy and/or sell any type of investments products or securities. Prior to making any investment you should consult with a professional financial advisor, legal and tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment.
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The Partnership is committed to safeguarding Partners’ non-public personal information and in general, will notdisclose such information, except where disclosure of the same is required for purposes of the Partnership’s ordinary business operations (i.e., to third party service providers, including, without limitation, attorneys, accountants, administrators, broker-dealers, trading advisors, and account custodians, engaged by the Partnership), to comply with judicial process, or where thePartner has previously authorized the Partnership to make such disclosures. Non-public personal information shall include,without limitation, information and records pertaining to a Partner’s personal background, investment objectives, financial situation, investment holdings, account numbers, account balances, and the like (collectively, “Personal Information”).
Privacy of Your Personal Information, Generally
The Partnership takes reasonably prudent steps to keep confidential all Personal Information pertaining to each Partnerunless (a) the General Partner is previously authorized to disclose such information to individuals and/or entities not affiliatedwith the Partnership, including, but not limited to, the Partner’s other professional advisors and/or service providers (i.e., attorneys, accountants, administrators, broker- dealers, trading advisors, account custodians, and others independently engagedby the Partner); (b) required to do so by judicial or regulatory process; or, (c) otherwise permitted to do so in accordance with the parameters of Regulation S-P.
Why and How the Partnership Collects Personal Information
When Partners apply for or maintain an account with the Partnership, the General Partner collects PersonalInformation about the Partners for business purposes, such as evaluating Partners needs, processing Partners requests and transactions, informing Partners about products and services that may be of interest to a Partner, and providing customer service.
Types of Personal Information Collected by the Partnership
The Personal Information we collect about Partners may include:
information provided to the General Partner on agreements, applications, and other forms, such as the investor’s name, address, date of birth, social security number, occupation, assets, investment experience, and income;
information about Partner transactions with the Partnership and with the Partnership’s affiliates;
information the General Partner receives from consumer reporting agencies and/or other entities not affiliated with the Partnership; and
information Partners provide to the General Partner to verify identity, such as a passport or driver’s license, or received from other entities not affiliated with the Partnership.
How the General Partner Protects Personal Information
The General Partner limits access to Personal Information it has received from Partners to those employees who need to know in order to conduct Partnership business and/or to service the Partner’s account. Employees of the General Partner are required to maintain and protect the confidentiality of Partners’ Personal Information and are instructed to followestablished procedures to do so. The Partnership maintains physical, electronic, and procedural safeguards to protect Partners’ Personal Information. The General Partner does not rent or sell Partners’ names or Personal Information to anyone.
Sharing Information With Partnership’s Affiliates
The General Partner may share Personal Information described above with its affiliates for business purposes, such asservicing Partner accounts and/or informing Partners about new products and services, and as permitted by applicable law.
The information the General Partner shares with its affiliates for marketing purposes may include the Personal Information described above, such as name, address and account information.
Disclosure to Non-Affiliated Third Parties
Except as required to conduct the Partnership’s ordinary business operations (by sharing Personal Information with non-affiliated third party service providers engaged by the Partnership), Personal Information shall not be shared with anynon-affiliated third parties without first obtaining the authorization of the underlying Partner.
Notwithstanding the foregoing, the General Partner may disclose Personal Information to non-affiliatedcompanies and regulatory authorities as permitted or required by applicable law. For example,
Accessing and Revisiting Partner Personal Information
The General Partner endeavors to keep Partner files complete and accurate. The General Partner will give Partnersreasonable access to the information the Partnership has about the Partner requesting the same. Most of this information iscontained in account statements that Partners’ receive from the Partnership and applications that Partners submit to obtainPartnership products and services. The General Partner encourages Partners to review this information and notify the Partnershipif any Partner believes any information should be corrected or updated. If Partners have a question or concern about their personal information or this privacy notice, please contact the General Partner.
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