Someone in the crowdfunding industry should put that sentence on a coffee mug and send me one.
I have been writing about and working in investment crowdfunding for more than 3 years. I find it interesting to watch this fledgling industry mature. It is certainly attracting more and more new money every year and is past the point where it can be ignored by any company in search of investors.
I have looked at a great many offerings on a great many crowdfunding platforms. I read a lot to keep abreast of new offerings and industry developments. I take the time for conversations with platform owners and their lawyers and several of the better investment crowdfunding marketing executives.
I also speak with a lot of companies who are considering investment crowdfunding to raise capital. Any company that would raise capital in this new DIY crowdfunding marketplace wants to know if it spends the money to list its offering on a crowdfunding platform will enough investors show up and invest? From the company’s perspective, little else really matters.
The JOBS Act was intended to be a different approach for corporate finance using the internet instead of a stockbroker to reach potential investors. The internet allows companies to reach a lot of prospective investors, very cheaply. Success or failure in investment crowdfunding is more about what you have to say to those potential investors than anything else.
Selling securities issued by your company to investors is not the same as selling your product or service to potential customers. Investors will have different expectations and will respond to different things.
People who sell securities for a living will tell you that any new issue of a stock or bond needs two things: good numbers and a good story. Investors want a return on their investment.
So the best stories are always about how much money the investors will make and what the company will do to provide that return.
There are two distinct branches of investment crowdfunding. First, there are the private placements sold under Reg. D to institutions and other larger, accredited investors. This marketplace is healthy and growing rapidly. Professional money-raisers have caught on that they can use investment crowdfunding, tosubstantially reduce the cost of capital and use that saving to enhance investor returns.
Reg. D offerings have been sold through stockbrokerage firms since the 1980s. Most are sold to institutional investors. Some are sold to individual, accredited investors. Minimum investments of $50-$100K or more per retail investor are common.
Many of the retail Reg. D offerings will fund some type of real estate (construction or purchase), energy (oil, gas and alternative energy) or entertainment (films, music and games) project. There are professional sponsors; people who package and syndicate these projects, often being paid to manage the business on behalf of the investors after the funding.
The costs of selling a Reg. D offering through a stockbrokerage firm, including commissions, run 12%-15% of the funds raised. That would be up to $1.5 million for each $10 million raised.. Most Reg. D offerings sold through brokerage firms just raise an additional $1.5 million and dilute the investors’ return. Using investment crowdfunding a company can raise that same $10 million and not spend more than $100,000 in legal and marketing costs and frequently a lot less.
The Reg. D crowdfunding platforms compete with stock brokerage firms for projects to fund and for investors to fund them. The same institutions and accredited investors who have been purchasing Reg. D offerings from their stockbrokerage firm for years are catching on to the fact that they can get good offerings and better yields without the need to pay the very high commission.
The other branch of investment crowdfunding is the Reg. CF or regulation crowdfunding. This allows offering
s which can help a company raise up to $1 million from smaller, less experienced investors. Reg. CF allows smaller businesses to sell small amounts of debt or equity to small investors.
The Reg. CF market was the SEC’s gift to Main treet American small businesses. There are always a great many small companies that could benefit from a capital infusion of a lot less than $1 million, the Reg. CF upper limit.
To put down a layer of investor protection the SEC required that these portals that are dealing with small investors become members of FINRA. FINRA dutifully set up a crowdfunding portal registration system and has audit and enforcement mechanisms in place.
As a reward for joining FINRA the SEC allows Reg. CF portals to be compensated by taking a percentage of the amount the company raises which the Reg. D platforms cannot. Several of the portals also take a
“carried interest ” in every company in case the company is eventually re-financed or sold.
The SEC looks at Reg. CF as a tool
of corporate finance for small business. It provides a mechanism where a great
many small businesses should have access to a pool of capital every year,
potentially a very large pool. It provides for a market structure for these
small offerings and incentivizes the portals help raise that capital. All in
all, not too bad for a
a government regulation.
Sadly, the Reg. CF industry is still foundering. There are still fewer than 40 registered portals operating and several have closed up shop. So why are these portals not successful? Because the people who operate them are not listing better investments than stockbrokerage firms.
When I first looked at investment crowdfunding there were a lot of people proclaiming that it would “democratize” capital raising. They believed that the crowd of investors could discern good investments from bad ones and that the crowd would educate each other as to the pros and cons of each. That was never true.
The Reg. CF portal websites are full
of bad information and consequently, bad investments.
about any offering that lists on a portal, if any, are always overwhelmingly
positive. Investors will not do any due
diligence or other investigation of the company because they do not know how.
The Reg. CF portals compete with banks, which are the primary source of funding for small business. Here too, a Reg. CF portal can have a competitive edge. When you borrow from a bank you do so on the bank’s terms. On a Reg. CF platform you can set the terms of your financing. Done correctly, you can get the capital infusion you want for your company without giving up too much equity or pledging your first-born child to the lender.
What the portals should be offering investors are bank-like products that stress the ROI that investors reasonably might expect to receive. The portals should be telling investors how each company mitigated the risks that the investors might face. Instead too many portals and too many people in the Reg. CF marketplace are still selling fairy tales and lies.
The big lie, of course, is that by buying equity in any of these companies an investor might hit the proverbial home run. Suggesting that investors can or should think of themselves as VCs is patently absurd for any company that I have seen on a Reg.CF portal. I always tell people who ask that if even one valuation on a Reg. CF portal seems very outlandish, then they likely cannot trust that the portal operator knows what they are doing. I would question anything told to investors by any company that lists on that portal.
If a company wants to raise $1 million on a Reg. CF portal, it might end up with 2000 distinct investors each investing an average of $500. To secure subscriptions from 2000 people, the company might need to put on a marketing campaign that will put its offering in front of hundreds of thousands of investors if not more. Success or failure of your fundraising campaign will depend on what you say to these people.
The cost of the marketing campaign is the major upfront cost of the offering. The good news is that
Sooner or later these Reg. CF portals will wise up to the idea that they cannot succeed unless the investors can make money. They, too, could offer better investments than stockbrokers, but do not seem to have bought int the idea.
Until that happens, I expect more portals to fail and close up shop and the SEC’s “gift” to small business to remain largely unwrapped.