Private Placements: How to Make the Tools of the Ultra-Rich Work for You

The jig is up, and everyone in the know saw it coming.

Fees, commissions, and self-serving sales pitches masquerading as fiduciary advice are now fully exposed for all to see.

Investors are fleeing actively-managed funds for passive ones, and — though they'd rather keep quiet and lie low until it's their turn to move through the revolving door — even government regulators are being forced into action.

Yet as much as people talk about the shady side of the business, the cost is not the real cause. A handful of bad players have and always will be tolerated as long as the overall system isn't broken.

The problem is that the funds cannot generate returns that justify their existence. If people were seeing any sign of performance that matched sales pitches, no one would care one bit.

Both actively-managed mutual funds and hedge funds consistently fall well short of what passive funds return over multi-year time frames. Tag on fees, and it gets even worse.

The secret is out, and people are responding. A months days ago, figures for September hedge fund redemptions pushed total outflows to $8.7 billion per year, marking five straight months of outflows, and the steepest year-to-date level since 2009.

As investors flee, fund managers and executives are doing the same. And the best of the best are finding prestige and better pay in jobs that most investors don't even know exist, in spite of controlling $3-4 trillion, as compared to just under $3 trillion in hedge funds.

They're going completely private, and moving into home offices.

Nothing But Advantages

Setting up home offices offers major advantages, though they come with a major caveat.

To put it simply, home offices manage wealth. Depending on the home office, it can affect all aspects, from investments, to payroll, to taxes, to succession planning.

On the investment side, the advantages are clear. Home offices are free from many regulations that make compliance expensive for funds that take in money from the public

They are free to chase returns without restrictions by sector, asset type, market capitalization, or any other criteria that typically restrict funds. And perhaps more importantly, they move on smaller scales without disclosure.

A major problem for large funds is their ability to take small positions and keep their good investments under wraps.

For a counter example, just look at the interest in what Warren Buffett holds in the Berkshire Hathaway portfolio. When he is forced to disclose holdings through regulatory compliance documents, it generates top headlines for days.

As Robert Discolo, a chartered financial adviser who recently joined the $1 billion multifamily office River Partners Capital Management as CEO and CIO, told Bloomberg:

“As hedge funds got larger and more institutionalized, it was much more difficult to find opportunities, because they had to operate within narrow investment and liquidity parameters to satisfy their client base. Family offices, for the most part, are opportunity-agnostic and will seek alpha anywhere and everywhere.”

As for that caveat, it is a doozy. If you aren't sitting on around $500 million in assets, you won't be able to reasonably bring everything in house.

Some families can go lower if they farm out some basic work to other companies, but that reduces control and increases cost.

Of course, that just applies to people who hire others to manage their wealth for them. The same ability to chase returns through private investments is available to anyone willing to invest on their own, with a much lower barrier to entry.

The DIY Approach

To open up your investments to the same opportunities that home offices take advantage of, there is just one step to take: You have to become an accredited investor.

To be one, you have to fulfill one of these criteria:

  1. Have earned income that exceeded $200,000 — or $300,000 with a spouse — in each of the prior two years, or
  2. Have a net worth over $1 million, either alone or with a spouse, excluding your primary residence, or
  3. Have a trust with total assets over $5 million, with some restrictions.

This isn't chump change, but it is a far cry from $500 million. Needless to say, a much wider group of people qualify.

If you meet one of these, you're in on the kind of deals that give home offices a distinct advantage over mutual and hedge funds in the market. In particular, it opens up pre-IPO investments, especially private placements.

These are exactly what they sound like — opportunities to purchase a stake in companies before they expose themselves to public trading. Here is everything you need to know about them.

What is a Private Placement?

A private placement is just like it sounds. When a company needs to raise money, they can do it in the private market as opposed to the public market so they can do it faster and so they can avoid fees. If they raise money privately like we do through Nick's Notebook, they can avoid having to register the securities and they can also avoid having to file a prospectus. They can get the capital from investors' hands, from our hands, into their coffers at a much faster pace than they would if it were to be raised publicly.

How Does a Private Placement Work?

In a private placement, you fund a company directly so they issue the securities to you. In that case, they become the issuer. So you're buying the securities or you're buying the shares directly from the company itself. When this happens, when you get an alert from Nick's Notebook, you'll typically contact someone at the company in a managerial or in a director position, and they'll get you the necessary paperwork. These are typically called subscription documents. It'll tell you what company you're investing in and what the terms of the deal are and at what price the shares are being issued, if there is a warrant and what the terms of that warrant are if there is one.

The documentation is just a subscription document you'll get from the company that I put you in contact with on a case-by-case basis.

Why Can Private Placements Be So Lucrative?

Private placements can be lucrative because in many cases we, the investors, are taking on more risk and so there need to be incentives for us to provide the company with capital. In some cases, that can be a discount to market where you're issued the shares at a discounted price to what they're trading publicly or in other cases, it can be a warrant to sweeten the pot so you either get a half warrant or a full warrant that allows you to buy more shares at a future date at a specified price.

Two Advantages, One Disadvantage

The advantages are two-fold. First, the shares are often issued at a relatively low price with an option, or warrant, to purchase more at a later date at a set price.

The reason for the discount is related to the second advantage: These companies need capital to invest in themselves and create as much value for current shareholders (you) as possible before going public. This are ground floor opportunities by their very nature.

Then there is the disadvantage — access to information. These potential deals aren't going to just get thrown at you by the companies you'll want to invest in.

You can find a list of companies offering private placements through the SEC, but you cannot get the information you'll need to determine if they're good investments through this list. The same strict disclosure rules that apply to publicly traded companies do not apply here.

Instead, you need to get access to an established analyst to then gain access to the information needed to identify the best private placements.

I'm not going to lie, this is the biggest hurdle. This is a big reason why home offices are poaching established managers and analysts from hedge funds.

Once you're in though, you have access to investments that simply don't exist elsewhere.

The portfolio for my service that includes private placements, Nick's Notebook, is full of examples.

Call it like you see it,

Nick Hodge Signature

Nick Hodge

follow basic@nickchodge on Twitter

Nick is the founder and president of the Outsider Club, and the investment director of the thousands-strong stock advisories, Early Advantage and Wall Street's Underground Profits. He also heads Nick’s Notebook, a private placement and alert service that has raised tens of millions of dollars of investment capital for resource, energy, cannabis, and medical technology companies. Co-author of two best-selling investment books, including Energy Investing for Dummies, his insights have been shared on news programs and in magazines and newspapers around the world. For more on Nick, take a look at his editor's page.

*Follow Outsider Club on Facebook and Twitter.


Related Articles

Bet on The Green Horse

If you're buying marijuana stocks, here's how to bet on the track, not the horse...

First Lithium, Then Cobalt, Now Vanadium

I released this to active members of Nick's Notebook last week. It's an open private placement in the most advanced pure play vanadium project in North America. If you'd like to participate, full details are below. This deal closes September 8th. 

How to Invest in Quality Private Placements

When I started my private placement letter just over two years ago, it was one of the first of its kind, and we hit the ground running...

Forced Mergers and Bonanza Gold Find

The price of gold and the dollar, which often move in opposite directions, went back and forth all week long with the dollar index — which closed down approximately 1% for the week...
Investing in Marijuana Without Getting Burned

JMM_copper_superplay_banner_ad