The Right TeamWho Needs to be a Part of the Process

Presenter:Phil CohenStrategic Element Inc.

Overview of Team• The EB-5 Team and roles

– Immigration Attorney– Securities/Corporate Attorney– Business Plan Writer– Feasibility Study Provider– Economist– Regional Center– Marketing Consultants– Migration Agents– Broker Dealers– Bank/ Escrow Agents– Real Estate And Other Specialty Legal Advisors– Data Management Services– Due Diligence

Immigration Attorney• What they do:

– Usually project QB– EB-5 program and immigration law compliance– Prepare and submit paperwork for I-924 (and I-924A), I-526 and I-

829• What to ask:

– Experience with EB-5– What happens if there is an RFE?– What happens if there is a significant change along the way?– Will they advise on job creation probability?– Will they advise on plausibility issues?– Can they help to find an RC to work with?

Securities Attorney• What they do:

– Offering documents– Ensure securities compliance

• Of project and offering• Of marketing structure

• What to ask:– Are they familiar with all of the Federal Securities Laws that apply to EB-

5, including Regulation D and Regulation S?– Will they review the marketing team at all levels to ensure compliance?– Experience with EB-5– RFEs received in relation to offering documents– Aware of certain issues like 'keeping funds at risk', visa retrogression

issues, program sunset dates, regional center administration?

Business Plan Writer• What they do:

– Develop a business plan that complies with all the rules and regulations• Not just Matter of Ho

• What to ask:– Expected turnaround time– Familiarity with rules regulations and memoranda?– What is the process for gathering, reviewing and vetting information provided by the client– Will they do an initial project review to help you vet the project?– Can they help with best practices and positioning advice based on their experience for the following:

• Positioning the project• Offer structure• Required administrative processes and procedures

– What happens if there is an RFE– Have they had an RFE for their part in a submitted plan?– How many plans have they prepared– Check references– Will they advise you on the suitability of the information you are to provide?– Will they participate in regular team meetings?– Are their plans geared to investors as well as to USCIS?

Feasibility Study Service• What they do:

– Develop a feasibility study for your project which includes:• Market portrait• Market size, growth and trends• Key market forces and expected changes• Existing and coming competition, including pricing and performance (if possible)• Key feasibility issues and overall feasibility assessment• Pro forma with assumptions

• What to ask:– Experience with EB-5– Try to stick to known service providers for real estate deals, such as PKF or STR– For non-real-estate deals there are only a few providers that have familiarity

with EB-5– Ask for sample to see what they include

Economist• What they do:

– Create a ‘defensible’ job creation report (for indirect jobs; can also include direct jobs)– Develop a qualifying TEA if needed

• What to ask:– Will they do a ‘back of envelope’ calculation to start to help assess project feasibility?– What model do they use (RIMS II, IMPLAN, REDYNE) and why do they recommend this model?– What is their experience with EB-5?– They must have knowledge of how to develop qualifying inputs for their modeling– Are they familiar with how to count direct construction jobs?– How many RFEs have they received

• getting an RFE is not necessarily a bad thing, but it's important to know that they have successfully dealt with them in the past

– What happens if there is an RFE (extra costs?)– How many successful applications have they done? – See a sample of a previous report; understandable by a lay-person?

Regional Center• What they do (if external):– Act as regional center ‘sponsor’ of the project– Some will include marketing as part of the service

• What to ask:– Service terms– How will they comply with securities laws– Who will track information and manage annual

reporting– Watch how they vet your project!

Marketing Consultants• What they do:

– Typically present deals to a qualified list of Chinese migration agents (or other networks if outside China)– Take the worry out of finding ‘good’ agents on your own– Sometimes act as issuer (be careful with limitations on ‘issuer exemption’)

• What to ask:– Will they be using a broker-dealer (B-D), or are they one themselves?– If not how will they ensure compliance with securities laws?– How do they operate in terms of getting the deal to market– Terms– What countries do they market in, what kinds of networks/ ‘feet on the ground’ do they have– What will the project owner’s involvement be– Costs to anticipate, beyond base fees– Ensure they do no marketing inside the US unless working with a B-D

• Some limited activities are permissible– Test experience with and knowledge of EB-5

Migration Agents (China)• What they do:

– Market deals directly to investors in China• One or several may be involved

• What to ask:– Confirm licensing with proper authorities (and when; several years?)– Check on them with US embassy or consulate– Do they need exclusivity?– Concerns about your deal or structure– How do they charge?– How will they ensure compliance with US securities laws (watch out for use of ‘issuer

exemption’)?– References on past deals– Watch out for ‘big promises’– Note: Anyone pitching deals to investors outside the US must be compliant with their

country’s securities laws

Broker Dealers (B-D)• What they do:

– Ensure all marketing is legal by securities laws– Project due diligence– Oversee marketers who act under them– May market directly to investors and agents– Review/ confirm investor suitability

• What to ask:– Familiarity with EB-5– References from other EB-5 projects– Estimated time to fill the deal– Securities attorney should check up on them and their past record

Bank/ Escrow Agents• What they do:– Manage the intake and release of investor funds

according to the terms of the offering documents• What to ask:– Experience with EB-5– Can they help to track the information that is

required for both securities and 924A reporting– Can they manage things like early release, partial

release, etc.

DisclaimerThis presentation outline and the presentation itself are for general educational purposes only and are not intended to provide specific guidance or legal advice about what to do or not to do in any particular case. You should not rely on this general information to make decisions about specific immigration matters. If you are not yourself a lawyer, you should seek the assistance of an immigration and other relevant specialty lawyers to help you resolve these issues.

Thank you!!

Thank you!

Phil CohenStrategic Element Inc.1-888-834-5565 ext. 1www.StrategicElementConsulting.com