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Support Domestic Oil and Gas Production!
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Tertiary
Oil Recovery
www.TertiaryOilRecovery.com
What is Tertiary
Oil Recovery?
Tertiary Oil Recovery, more commonly referred to as Enhanced Oil Recovery (EOR) and Improved Oil Recovery, is the 3rd and final stage of oil recovery.
Many have heralded Enhanced Oil Recovery as the "green way to produce America's oil" supplies as the primary method of enhanced oil recovery is "CO2 Injection." Research has determined that carbon dioxide or CO2 is one of the most effective agent for freeing the trapped oil in the rock deep underground in the oil production reservoir.
The Department of Energy found that enhanced oil recovery will enable the U.S. to recover 60% of America's 400 billion barrels of previously unrecoverable or trapped oil at 240 billion barrels of oil.
At $100/bbl, Tertiary Oil Recovery has a market value of $24 Trillion.
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With Natural Gas prices now running well below $3.00/mmbtu, and more recently in March 2012, below $2.40/mmbtu, our Clean Power Generation plants generate power for a fuel cost at about $0.03/kWh. With operations & maintenance added in - we generate power for less than a nickel or $0.05/kWh - or, anywhere from 50% to 75% less than your present electric rates.
We also provide energy independence from the "dirty" power grid with its high unreliability, black-outs and sky-rocketing electric power prices.
Our "Integrated" CHP
Systems (Cogeneration
and Trigeneration)
Plants
Have Very High Efficiencies, Low Fuel Costs & Low Emissions
The Effective Heat Rate is Approximately
4100 btu/kW & System Efficiency is 92% Plant.
The
CHP System
below is Rated at 900 kW and Features:
(2) Natural Gas Engines @ 450 kW each on one Skid with Optional
Selective Catalytic Reduction system that removes Nitrogen
Oxides to "non-detect."



Our CHP Systems may be the best solution for your company's economic and environmental sustainability as we "upgrade" natural gas to clean power with our clean power generation solutions.
Our Emissions Abatement solutions reduce Nitrogen Oxides to "non-detect" which means our Trigeneration energy systems can be installed and operated in most EPA non-attainment regions!
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About us:
We develop clean power generation assets. As a developer, we oversee and manage all aspects of the clean power project, from project inception, engineering and economic feasibility, Engineering Procurement Construction, Power Purchase Agreement, fuel procurement, utility interconnection, off-take agreements, through commissioning and long term service agreement. We also provide the following products or consulting services;
Balance of Plant - BOP
Balance of System - BOS
Concentrated Solar Power - CSP
Demand Side Management - DSM
Economic Feasibility Analysis
Feasibility Studies
Front End Engineering Design - FEED
Greenhouse Gas Emissions consulting
Interconnection Studies
Organic Rankine Cycle - ORC
Power Purchase Agreement consulting & PPA fundingProject Development
Project Development
Project Management
Project Finance/Funding introduction to potential investors
Smart Grid
Synthesis Gas - Syngas
and other engineering and project development services.
Our work is performed on a strict adherence to "vendor-neutrality." We are client and project focused and seek to maximize our client's return on their investment while simultaneously minimizing their operational expenses and environmental exposure.
For qualified clients we will design, build, finance, own, operate and maintain a new:
energy
system, through a Power
Purchase Agreement that guarantees
a minimum 10% reduction in our client's energy expenses.
(NOTE: Engineering and related interim project development
expenses may be at client's expense but will be
refunded
at the close of Power
Purchase Agreement or other project financing. Some of our
engineering
and EPC services
may be provided by one of our Top-ranked ENR Engineering
Procurement Construction partner companies.)
To receive a preliminary no-obligation review of your energy, engineering or
project plans,
send an introductory email to us at the following email address:
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What is Backup Power and a Backup Power Supply?
If you live in an area where there has been, or could be impacted with power blackouts, brownouts, rolling blackouts or intermittent power, you need a backup power supply!
If you live or work in an area that has had, or could have; earthquakes, hurricanes, tornados, forest fires, thunderstorms, snow/ice storms or floods, you probably need a backup power supply!
The electric grid provides power at a reliability factor of about 99.97% - however, if your your home, business, hospital, food/agricultural, restaurant, or other type of facility is "power critical" or power sensitive , you need a reliable backup power supply!
A backup power supply is comprised of a generator with an automatic transfer switch.
Buying a generator for standby power can be the first step to regaining control over protecting your family and possessions from harm. And, using a generator is as simple as operating any household appliance. After you have selected a generator, here are a few tips that can help you keep power through the storm.
We can help you select the right backup power supply for your business or facility. Call/email us for more information.
What
is "Cogeneration"?
Did you know that 10% of our nation's electricity now comes from "cogeneration" plants?
And
because cogeneration
is so efficient, it saves its customers up to 40% on their energy expenses, and
provides even greater savings to our environment through significant reductions
in fuel usage and much lower greenhouse
gas emissions.
Cogeneration
- also known as “combined
heat and power” (CHP), cogen, district energy, total energy, and
combined cycle, is the simultaneous production of heat (usually in the form of
hot water and/or steam) and power, utilizing one primary fuel such as natural
gas, or a renewable fuel, such as Biomethane,
B100 Biodiesel,
or Synthesis Gas.
Cogeneration technology is not the latest industry buzz-word being touted as the solution to our nation's energy woes. Cogeneration is a proven technology that has been around for over 120 years!
Our nation's first commercial power plant was a cogeneration plant that was designed and built by Thomas Edison in 1882 in New York. Our nation's first commercial power plant was called the "Pearl Street Station."
What
is "Decentralized Energy"?
Decentralized Energy generates the power and energy that a residential, commercial, municipal or industrial customer needs, onsite, for their home or business.
Today's electric utility industry was "born" in the 1930's, when fossil fuel prices were cheap, and the cost of wheeling the electricity via transmission power lines, was also cheap. "Central" power plants could be located hundreds of miles from the load centers, or cities, where the electricity was needed. These extreme inefficiencies and cheap fossil fuel prices have added a considerable economic and environmental burden to the consumers and the planet.
Centralized energy is found in the form of electric utility companies that generate power from "central" power plants. Central power plants are highly inefficient, averaging only 33% net system efficiency. This means that the power coming to your home or business - including the line losses and transmission inefficiencies of moving the power - has lost 75% to as much as 80% energy it started with at the "central" power plant. These losses and inefficiencies translate into significantly increased energy expenses by the residential and commercial consumers.
Related Sites Include:
Carbon
Capture and Sequestration
www.CarbonCaptureAndSequestration.com
Carbon Emissions
www.CarbonEmissions.com
Clean
Power Generation
www.CleanPowerGeneration.com
CO2-EOR
www.CO2-EOR.com
CO2
Enhanced Oil Recovery
www.CO2EnhancedOilRecovery.com
CO2
Flooding
www.CO2Flooding.com
CO2
Injection
www.CO2injection.com
Cogeneration
www.Cogeneration.net
Enhanced
Oil Recovery
www.EnhancedOilRecovery.com
Gas to Power
www.GasToPower.com
Geothermal
Power Plant
www.GeothermalPowerPlant.com
Greenhouse Gas Emissions
www.GreenhouseGasEmissions.com
Organic
Rankine Cycle
www.OrganicRankineCycle.com
Rankine
Cycle
www.RankineCycle.com
Recycling
Carbon
www.RecyclingCarbon.com
Solar
EOR
www.SolarEOR.com
Solar
Enhanced Oil Recovery
www.SolarEnhancedOilRecovery.com
Steam
Injection
www.SteamInjection.com
Stranded
Gas
www.StrandedGas.com
Support
Renewable Energy
www.SupportRenewableEnergy.com
Tertiary
Recovery
www.TertiaryRecovery.com
Waste
Heat Recovery
www.WasteHeatRecovery.com
Energy Investment Banking
Services
___________________________________________
www.EnergyInvestmentBanking.com
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More about Tertiary Oil Recovery
When an oil well is first completed and the oil production begins from this well, this is called the "primary" oil recovery stage of oil production. Anywhere from 5% to 15% of the "original oil in place" (OOIP) in the oil well's reservoir is recovered via "natural" reservoir drive, meaning natural forces drive or displace the oil into the production well's well bore.
The secondary oil recovery stage is where additional production measures are installed wherein anywhere from 10% to 30% of the original oil in place is recovered.
According to the Department of Energy, there are 400 billion barrels of original oil in place that has still not been recovered. Tertiary Oil Recovery or "Enhanced Oil Recovery" also called "EOR" has the potential to recover up to 60% of this 400 billion barrels of oil, or 240 Billion barrels of oil.
At $100/barrel, Tertiary Oil Recovery represents a $24 Trillion market opportunity in the U.S. alone.
Some of the following information from the Department of Energy with permission and our thanks: www.DOE.gov
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Decentralized Energy is the opposite of "centralized energy." Decentralized Energy energy generates the power and energy that a residential, commercial or industrial customer needs, onsite. Examples of decentralized energy production are solar energy systems and solar trigeneration energy systems.
Today's electric utility industry was "born" in the 1930's, when fossil fuel prices were cheap, and the cost of wheeling the electricity via transmission power lines, was also cheap. "Central" power plants could be located hundreds of miles from the load centers, or cities, where the electricity was needed. These extreme inefficiencies and cheap fossil fuel prices have added a considerable economic and environmental burden to the consumers and the planet.
Centralized energy is found in the form of electric utility companies that generate power from "central" power plants. Central power plants are highly inefficient, averaging only 33% net system efficiency. This means that the power coming to your home or business - including the line losses and transmission inefficiencies of moving the power - has lost 75% to as much as 80% energy it started with at the "central" power plant. These losses and inefficiencies translate into significantly increased energy expenses by the residential and commercial consumers.
Decentralized Energy
is the Best Way to Generate Clean and Green Energy!
How we make and distribute electricity is changing!
The electric power generation, transmission and distribution system (the electric "grid") is changing and evolving from the electric grid of the 19th and 20th centuries, which was inefficient, highly-polluting, very expensive and “dumb.”
The "old" way of generating and distributing
energy resembles this slide:
The electric grid of the 21st century (see slide below) will be Decentralized, Smart, Efficient and provide "carbon free energy" and “pollution free power” to customers who remain on the electric grid. The electric grid of the future will be comprised of both Onsite Power Generation plants and "utility scale power plants" that are fueled/powered with Biomass Gasification, Biomethane, Concentrating Solar Power, B100 Biodiesel, Distributed PV, EcoGeneration Systems, Geothermal Power Plants, Synthesis Gas, Rooftop PV, Solar Cogeneration, Solar Energy Systems, Solar Power Parks, Solar Trigeneration and Wind Power Generation - located at Residential, Commercial, Industrial and City/Municipal Locations.
Some customers will choose to dis-connect from the grid entirely. (Electric grid represented by the small light blue circles in the slide below.)
The transmission grid will be upgraded to a "Unified Smart Grid" with green electrons now being wheeled via "High Voltage Direct Current."
Typical "central" power plants and the electric utility companies that own them will either be shut-down, closed or go out of business due to one or more of the following:
failed business model
inordinate expenses and high operating costs to run central power plants
utilities and their central power plants are inefficient and generate excessive pollution/emissions
continued reliance on fossil fuels to generate energy
the failure of utilities to provide efficient, carbon free energy, clean power generation and pollution free power.
Decentralized energy, carbon free energy, clean power generation and pollution free power technologies ARE the future - whether the utility giants recognize this fact or not. These green and sustainable energy technologies will reduce, and one day eliminate America's dependence on foreign oil - making America energy independent while reducing and eliminating Greenhouse Gas Emissions - and could mean the end of central power plants as well as the utility companies that own and operate them!
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Hubbert's Peak Oil Predictions Now Proving True?
Marion King Hubbert was a geologist and scientist who worked at Shell Oil company's research lab in Houston, Texas. Hubbert made several important contributions to geology, geophysics and petroleum geology. Hubbert is most recognized for the "Hubbert Curve" and " Hubbert Peak Theory" which is now referred to as " Peak Oil.
Hubbert's life work determined that the world has a finite amount of petroleum that can be produced. (Similarly, there is a finite amount of coal.) Many scientists and engineers believe we have reached Hubbert's "peak oil" limit. Hubbert's espouses that when 50% of domestic crude oil production has been reached, that there will be such significant upward demand on prices of the limited supplies of oil production, that the U.S. economy will experience severe economic, social, and political turmoil.
Hubbert's Peak Oil predictions have proven to be true and this is validated as the U.S. in the early 1970's produced about 60% of its' oil demand and imported 40%. That equation has flipped since then, because our domestic oil production has been on the decline since 1970, so now, due to our declining domestic oil production, we have to import 60% of our oil supplies, to meet our country's oil/energy demands.
The Next Oil Shock Could be the "mother" of All Oil Shocks
How severe our economic calamity and next "oil shock" will depend upon a number of factors, including when this occurs, as well as the following:
1. the dependence of the individual country upon its own crude oil production to meet its energy needs and to subsidize consumer imports;
2. the rate of relative decline in crude oil production;
3. the degree of difficulty encountered in replacing missing energy inputs;
4.
the degree to which our country had prepared in advance for this inevitable geological
and economic calamity.
Examples of past "oil shocks" and the economic and political
calamities that followed:
United States: Our peak crude oil production of domestic oil occurred in
1970; the first "oil shock" and oil crisis followed in 1973 with the
Arab/OPEC Oil Embargo.
Iran: Their peak crude oil production occurred in 1974; They had their islamic revolution 1979 that overturned government and replaced it with radical islam.
Soviet
Union: Their peak crude oil production
was in 1989; what happened next?
Their country disintegrated and the collapse of the Soviet Union followed in 1991.
Indonesia: Their peak crude oil production was in 1991; their financial
and government crisis followed in 1997.
Iraq: Iraq's crude oil production was in 1989; they then invaded Kuwait (for their oil) in 1991.
Using Mr. Hubbert's predictions, that beginning around 2000 we would see peak (global) oil production, then, if the country's not weaning themselves off of their oil addiction, and had not begun making the switch to renewable energy, that the negative economic and political calamities would soon follow, including ever-increasing prices of energy that is from fossil fuels.
Now is the time to begin weaning ourselves off of fossil fuels and making the transition to and increasing the use of renewable energy. If you don't believe in climate change, or global warming, GREAT! Join us in the switch to renewable energy and a fossil-free economy!
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America's Clear and Present Danger
America
Has INCREASED its' Dependence on Foreign
Sources of Energy by 50% Since 1973.
America is even more "addicted" to foreign oil today, than we were in 1973 - 1974 when OPEC, Saudi Arabia and other suppliers from the Middle-East stopped selling us their fossil fuels, and created a significant blow to our economy.
According to the CIA Fact Book, Every Day, the U.S.:
PRODUCES: 7,460,000 bbls of oil
CONSUMES:
20,800,000 bbls of oil
This Means that 65% of America's Energy Supplies are Now Imported from Suppliers from Foreign Countries.
Simply put, about 65% of the gasoline in your car's gas tank, comes from a foreign country.
EVERY day, the U.S. must IMPORT over 13 million bbls of oil from foreign countries and foreign suppliers to meet demand.
At
$80/barrel of oil, this also means that $1,040,000,000.00 American Dollars leave
our country, EVERY DAY, to foreign countries/suppliers of our fossil fuels, to
pay for the energy we need.
That's
$1 Billion EVERY day leaving our economy, and going to support a foreign
country's economy.
Talk
about our foreign trade deficit..... nearly $400 Billion each year, leaves our
country to pay for our oil addiction and the energy we need. To be exact,
that's $379,600,000,000.00 American Dollars.
This is NOT acceptable.
America needs to quickly transition to Energy Independence.
Renewable Energy is the Only Way America Can Achieve Energy Independence.
Millions of new and sustainable American jobs would be created here at home, if we would end our addiction to foreign fossil fuels, and quickly transition to an economy based on renewable energy and renewable fuels, produced here in the U.S.A.
The good news is that today, America already has all of the Renewable Energy Resources and Renewable Energy Technologies needed to make American Energy Independence a reality.
According to Monty Goodell, Founder and Chairman of the Renewable Energy Institute, "our increased dependence and reliance on foreign energy supplies represents a Clear and Present Danger to our national security, our economy, and the lives and livelihood of every American. Energy - including the energy we use from imported fossil fuels, is the very "lifeblood" of the American economy as it is for every industrialized country. An economy dies without it's lifeblood of energy. This Clear and Present Danger we face is far more serious than the problems related to greenhouse gas emissions. And while greenhouse gas emissions are very serious issue, in the long-term, pales in comparison to America's vital national security interests and America's economic stability in the short term. For this reason alone, America needs to transition away from its addiction to foreign energy supplies. And America's abundant renewable energy resources such as the energy we receive from the sun, and renewable energy technologies such as concentrated solar power (CSP) plants - can supply 100% of America's power requirements with a concentrating solar power plant measuring 75 miles by 75 miles, located in the Southwest U.S. By generating America's power from concentrating solar power plants, America resolves its' short-term Clear and Present Danger as it relates to importing its energy from foreign countries, and the long-term problems relating to greenhouse gas emissions."
Continuing, Mr. Goodell states that "too many Americans have forgotten what happened to us in 1973, when the Arabs and OPEC brought the United States economy to a screeching halt during the OPEC Oil Embargo. This happened because they (mainly the country of Saudi Arabia) disagreed with our foreign policy and is the reason why they "turned off the tap" of our need for their oil supplies. When Saudi Arabia and OPEC stopped the vital flow of oil to our country in 1973, they caused an "oil shock" that severely and negatively impacted our economy.
Mr. Goodell's question for us to ponder is, "do these countries who sell us 60% of our daily energy requirements, like us and our foreign policy, or might they leverage our addiction to their fossil fuels, and turn off the tap to make us adjust or revise our foreign policy?? Like any addict, America's foreign policy may be held hostage to its addiction, and in this case, our addiction to foreign oil, may over-ride our national interests."
Have
American's forgotten the gas shortages and long lines at
their gas stations to get
gas during the Arab Oil Embargo of 1973?
"Apparently so." Mr. Goodell states that "in 1973, America was 'addicted' and 'over the barrel' of foreign oil to the amount of 40%. Forty percent of our energy 'needs' in 1973 came from countries - many of which didn't like us then, and I'm afraid, many of them still don't. The difference between 1973 and today - is that today we receive 50% MORE foreign oil now than we did in 1973. And now we know about the problems relating to greenhouse gas emissions that we didn't know then. America needs to change course, and change course now, in terms of its' energy supplies and how we keep America's economy strong, without the threat of being held hostage to a middle-east tyrant or regime, that could once again, turn on us, and turn off our supply of foreign oil."
Remember ????
"Sadly," Monty Goodell continues, "most Americans have forgotten the long lines of people waiting in their cars
- lined up and waiting
for gasoline at their nearby gas station, with lines that were many blocks
long. And, after waiting 4-5 hours, many even waiting overnight in many places, to
finally take their turn to fill up their car with gasoline, only to find that
the gas station
had run out of gas."
"Let me Repeat.... That was 1973 when we imported 40% of our daily energy requirements in the form of crude oil from overseas, and from foreign countries - and many of these from countries that don't like us.
Today, over 35 years later, America has yet to learn the lesson. We cannot continue our reliance on energy from foreign countries that supply us with 60% of the crude oil that our refineries use as a feedstock for producing gasoline and diesel fuel for our cars and trucks comes from overseas.
America is "over the barrel" and it's not our barrel, but the barrels of oil that we are addicted by and owned by other countries. Why have we not learned the lessons we needed to learn in 1973 when we were cut-off from the vital energy supplies we need?
Countries like China, are growing rapidly, and have an insatiable need for crude oil. China, with their booming economy, is increasingly growing in its clout and control over international supplies of crude oil - whether they do this through their ability to buy as much oil as they need on a daily basis, or whether they simply but American drilling rigs, technology, and explore and produce oil and gas from their own fields. China, is buying large amounts of oil for their country, and causing upward pricing on declining supplies. What happens if Russia, with all of their oil and natural gas, along with China and Venezuela, with or without the help of OPEC, decided to NOT sell oil to us????
To be sure, greenhouse gas emissions are a problem, and to some, greenhouse gas emissions are also a Clear and Present Danger, but not to the extent that it presents an imminent Clear and Present Danger.
America's reliance for 60% of our energy "needs" coming from foreign suppliers is un-acceptable.
The "driver" to get America to begin reducing and eliminating fossil fuel use should be our nation's national security and the welfare and safety of its citizens. And this can all begin with developing and investing in our own renewable energy resources and renewable energy technologies, let's start by putting solar on every rooftop that has a clear and unobstructed view of the Southern sky. See www.RooftopPV.com or www.DistributedPV.com for more information. Let's create incentives begin with adopting a national "Feed In Tariff" as Germany did in 1990.
America,
we simply do NOT have the luxury of time on our hands. We need to end our
dependence and reliance on foreign fossil fuels, especially from countries that
don't like us! We need to rapidly begin expanding renewable energy
resources and renewable
energy technologies from our vast and abundant renewable energy resources,
such as; solar, solar energy systems, solar cogeneration, solar trigeneration,
"solar on every roof," waste to energy, waste to fuel, biomass
gasification, B100 Biodiesel, Biomethane, Synthesis Gas, geothermal, E100
Ethanol (from sugar cane and NOT from corn), and wind, where it makes economic
sense."
For
more information, call/email:
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Drill Baby Drill!
www.DrillBabyDrill.com

No Foreign Oil
www.NoForeignOil.com
No Foreign Oil
Support Domestic Oil and Gas Production!
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“spending hundreds and hundreds and hundreds of billions of dollars every year for oil, much of it from the Middle East, is just about the single stupidest thing that modern society could possibly do. It’s very difficult to think of anything more idiotic than that.”
~ R. James Woolsey, Jr., former
Director of the CIA
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Our Products and Services Include:
Backup Power Supply * CHP Systems * Cogeneration * Demand Side Management * Diesel Generating Set
Diesel Generating Sets * Diesel Generator Sets * Diesel Generator Sets * Diesel Generator Sales * Diesel Gensets
Diesel to Natural Gas * Emergency Power Generators * Emissions Abatement * Energy Master Planning
Engine
Generator Sets
* Engine
Sales and Service
* Fuel
Switching * Gas
Gensets
Generator
Sales and Service * Generators
for Rent *
Natural
Gas Gensets * Onsite
Power Generation * Trigeneration
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What is a "Durable Competitive Advantage?"
A durable competitive advantage is also referred to as a "strategic competitive advantage," however similar, they are different. The two differ in that a company with a durable competitive advantage can go on indefinitely. Companies that have a durable competitive advantage include Coca-Cola and Hershey's. The term "durable competitive advantage" has been popularized by "the Oracle of Omaha," Warren Buffet the Founder and Chairman of Berkshire Hathaway as the single-most important asset a company must before his company will make the investment or acquisition.
What is a Private
Placement Memorandum?
Private
Placement Memorandums (PPM) are confidential sales documents that
is provided to a potential sophisticated investor for a private placement of
bonds. The PPM contains relevant information about the financial, economic and
demographic characteristics of the borrower and its service area.
More specifically, Private
Placement Memorandums provide the investor, in the format of a
structured document, the information and data the investor needs to know to make
an informed investment decision, including:
* The Private
Placement Memorandum's offering format and structure
* The company information and structure of the company
* SEC required disclosures about the securities being purchased
* Information related to the company's business and operations
* Risks involved with the investment
* Senior Management and Company Financials
* Use of proceeds
Private
Placement Memorandums also includes the subscription agreement
which is the actual "sales contract" for purchasing the securities.
The PPM is the document that the investor will sign and send in with his/her
investment funds
What is a Regulation
D Offering?
Regulation D, also known as "Reg D," became effective April 15, 1982.
It's one the key SEC exemptions for small businesses that want to raise money by
selling its stock. It's also considered a route to taking a company public
without the burden and expense of a full registration with the SEC.
Regulation D consists of six basic rules. The first three are concerned with
definitions, conditions, and notification. Rule 501 covers the definitions of
the various terms used in the rules. Rule 502 sets forth the conditions,
limitations, and information requirements for the exemptions in rules 504, 505,
and 506. Rule 503 contains the SEC notification requirements. The last three
rules deal with the specifics of raising money. Rule 504 generally pertains to
securities sales up to $1 million. Rule 505 applies to offerings up to $5
million (including those offerings less than $1,000,000). Rule 506 is for
securities offerings with no limit or any dollar amount (including those
offerings less than $5,000,000 million).
Regulation
D Offerings Continued
Under the Securities Act of 1933, any offer to sell securities must either be
registered with the SEC or meet an exemption. Regulation D (or Reg D) provides
three exemptions from the registration requirements, allowing some smaller
companies to offer and sell their securities without having to register the
securities with the SEC. For more information about these exemptions, read our
publications on Rules 504, 505, and 506 of Regulation D.
While companies using a Reg D exemption do not have to register their securities
and usually do not have to file reports with the SEC, they must file what’s
known as a "Form D" after they first sell their securities. Form D is
a brief notice that includes the names and addresses of the company’s owners
and stock promoters, but contains little other information about the company.
Rule 504 of Regulation D
Rule 504 of Regulation D provides an exemption from the registration
requirements of the federal securities laws for some companies when they offer
and sell up to $1,000,000 of their securities in any 12-month period.
A company can use this exemption so long as it is not a blank check company and
does not have to file reports under the Securities Exchange Act of 1934. Also,
the exemption generally does not allow companies to solicit or advertise their
securities to the public, and purchasers receive "restricted"
securities, meaning that they may not sell the securities without registration
or an applicable exemption.
Rule 504 does allow companies to make a public offering of freely tradable
securities but only if one of the following circumstances is met:
The company registers the offering exclusively in one or more states that
require a publicly filed registration statement and delivery of a substantive
disclosure document to investors;
A company registers and sells the offering in a state that requires registration
and disclosure delivery and also sells in a state without those requirements, so
long as the company delivers the disclosure documents required by the state
where the company registered the offering to all purchasers (including those in
the state that has no such requirements); or
The company sells exclusively according to state law exemptions that permit
general solicitation and advertising, so long as the company sells only to
"accredited investors."
Even if a company makes a private sale where there are no specific disclosure
delivery requirements, a company should take care to provide sufficient
information to investors to avoid violating the antifraud provisions of the
securities laws. This means that any information a company provides to investors
must be free from false or misleading statements. Similarly, a company should
not exclude any information if the omission makes what is provided to investors
false or misleading.
While companies using the Rule 504 exemption do not have to register their
securities and usually do not have to file reports with the SEC, they must file
what is known as a "Form D" after they first sell their securities.
Form D is a brief notice that includes the names and addresses of the
company’s owners and stock promoters, but contains little other information
about the company.
Rule 505 of Regulation D
Rule 505 of Regulation D allows some companies offering their securities to have
those securities exempted from the registration requirements of the federal
securities laws. To qualify for this exemption, a company:
Can only offer and sell up to $5 million of its securities in any 12-month
period;
May sell to an unlimited number of "accredited investors" and up to 35
other persons who do not need to satisfy the sophistication or wealth standards
associated with other exemptions;
Must inform purchasers that they receive "restricted" securities,
meaning that the securities cannot be sold for at least a year without
registering them; and
Cannot use general solicitation or advertising to sell the securities.
Rule 505 allows companies to decide what information to give to accredited
investors, so long as it does not violate the antifraud prohibitions of the
federal securities laws. But companies must give non-accredited investors
disclosure documents that generally are the same as those used in registered
offerings. If a company provides information to accredited investors, it must
make this information available to non-accredited investors as well. The company
must also be available to answer questions by prospective purchasers.
Here are some specifics about the financial statement requirements applicable to
this type of offering:
Financial statements need to be certified by an independent public accountant;
If a company other than a limited partnership cannot obtain audited financial
statements without unreasonable effort or expense, only the company's balance
sheet (to be dated within 120 days of the start of the offering) must be
audited; and
Limited partnerships unable to obtain required financial statements without
unreasonable effort or expense may furnish audited financial statements prepared
under the federal income tax laws.
While companies using the Rule 505 exemption do not have to register their
securities and usually do not have to file reports with the SEC, they must file
what is known as a "Form D" after they first sell their securities.
Form D is a brief notice that includes the names and addresses of the
company’s owners and stock promoters, but contains little other information
about the company.
Rule 506 of Regulation D
Rule 506 of Regulation D is considered a "safe harbor" for the private
offering exemption of Section 4(2) of the Securities Act. Companies using the
Rule 506 exemption can raise an unlimited amount of money. A company can be
assured it is within the Section 4(2) exemption by satisfying the following
standards:
The company cannot use general solicitation or advertising to market the
securities;
The company may sell its securities to an unlimited number of "accredited
investors" and up to 35 other purchases. Unlike Rule 505, all
non-accredited investors, either alone or with a purchaser representative, must
be sophisticated—that is, they must have sufficient knowledge and experience
in financial and business matters to make them capable of evaluating the merits
and risks of the prospective investment;
Companies must decide what information to give to accredited investors, so long
as it does not violate the antifraud prohibitions of the federal securities
laws. But companies must give non-accredited investors disclosure documents that
are generally the same as those used in registered offerings. If a company
provides information to accredited investors, it must make this information
available to non-accredited investors as well;
The company must be available to answer questions by prospective purchasers;
Financial statement requirements are the same as for Rule 505; and
Purchasers receive "restricted" securities, meaning that the
securities cannot be sold for at least a year without registering them. While
companies using the Rule 506 exemption do not have to register their securities
and usually do not have to file reports with the SEC, they must file what is
known as a "Form D" after they first sell their securities. Form D is
a brief notice that includes the names and addresses of the company’s owners
and stock promoters, but contains little other information about the company.
What is an Initial
Public Offering?
An "Initial Public Offering" or "IPO" is the first sale of stock by a company to the public.
The purpose of an Initial Public Offering is to generate capital for a business that decides to take the route of equity financing.
What is Equity Financing?
Companies seek "equity financing" when a company uses its
assets or ownership in the company to get cash they need for expansion
or continued growth.
When a company sells its stock through an Initial Public Offering it is, in essence, selling partial ownership in the company.
One downside to this type of financing is that the company loses some of its control when shares are sold to the public.
In order to complete a successful Initial Public Offering, an "underwriter" is used to facilitate the process as well as to promote the company's stock to investors and eventually to the public. Another term for an underwriter is an investment bank.
What is a Strategic
Competitive Advantage?
A company with a strategic competitive advantage consistently outperforms their competition through its strategic competitive advantage(s) which is that company's unique value proposition wherein it produces better products or services than anyone else.
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