ValueRich 2010 Form Def 14A
Proxy Soliciting Material

ValueRich Form 10-K/A
2009 Annual Report

Types of Direct Offerings

Option 1: Private Placements or PIPEs ("Private Investment in Public Equity")

A PIPE is when a private investment firm, mutual fund or other qualified investor purchases shares in a company at a discount for the purpose of raising capital. There are two main types of PIPEs - traditional and structured. A traditional PIPE is one in which stock, either common or preferred, is issued at a set price to raise capital for the issuer. A structured PIPE, on the other hand, issues convertible debt (common or preferred shares).

Pros

  • Lower Upfront Costs
  • Less Legal Fees
  • Quicker Turnaround Time
  • Potential to Find "Whale" Investor
  • No SEC Regulatory approval needed

Cons

  • Tougher Sell to Investors
  • Fewer Potential Investors Buy PIPEs
  • Whale investor becomes partner
  • Can only sell to Accredited Investors
  • Illiquidity of investments can put off some investors
  • In most cases, you can only accept larger amounts for a minimum investment

 

Option 2: Registration Statement with the SEC

A document required by the Securities and Exchange Commission for public offerings of securities. The Registration Statement, required by the Securities Act of 1933, discloses information on the management and financial condition of the issuer, and describes how the proceeds of the offering will be used. The statement also is filed with the appropriate securities exchanges and state securities regulators. Proposed offerings under $500,000 generally are exempt from SEC registration requirements under the 1933 Act.

Pros

  • Registered offering is liquid upon purchase
  • Easier to sell to investor
  • Issuer can accept smaller amounts of money
  • Issuer can sell to anyone who is qualified
  • Do not need ONLY accredited investors
  • Investor base for registered offering is much larger
  • Potential to raise more money is greater due to greater market appeal
  • Less paperwork for the investor at the time of purchase
  • Easier to syndicate the deal to brokerage firms and selling groups
  • Easier for brokers to sell the deal, usually with less approval time

Cons

  • Higher legal expenses
  • Must be approved by the SEC
  • Once deal at SEC, very tough to make a change
  • Much more paperwork
  • If lawyer or banker mismanages the deal, the result could be diasterous
  • Longer time frame to completion