I’m producing a television pilot and have some names lined up for cast and an award-winning director and DP. But some loan financing blew out and now I need private equity investors for the project. Can you help find equity investors?
Answer by Brandon Blake, Entertainment Lawyer:
Good question about how to find private equity investors for an entertainment project. I would like to use this article as an opportunity to discuss the real nitty-gritty of equity financing, rather than just the legal requirements. So, you will find below a “how-to” guide to equity investor financing that goes much deeper than anything I have found published. While many of these techniques are relatively inexpensive, each one requires “sweat equity” on the part of the producer. If a producer is willing to do the work, private equity investors are available and ready to invest. Please also see my Entertainment Lawyer Question and Answer Forum at www.filmtvlaw.com, for more in depth and money saving advice that I publish twice a month.
Having represented film and television producers for 17 years, I have been privy to many equity financing techniques, some successful and some not. The following “how-to-guide” to equity financing is specific and reality based.
I have read many guides in the past about raising equity financing from “celebrity” fundraisers like Travis Kalanick, the CEO of Uber, or motivational speakers like Tony Robbins. Invariably these extol the virtues of “sleeping on couches,” “hustling” and “meeting the right people.” There is a little truth to that because a producer really does have to work to raise money. It is not all yacht parties and film festivals.
However, telling a producer to “meet people” is empty advice unless the producer employs an actual system and strategy to bring contacts in and convert them to investors. So, my guide will hopefully cut through some of the platitudes and focus on what really works. Also, a note of caution that each of the below poses its own unique legal challenges, so please do not consider the discussion below to be legal advice or a blanket assertion that all these techniques are legal for all projects and in all states.
I. Requirements for Equity Investor Financing:
Broadly speaking, to raise equity investor financing a producer needs two things:
1) The Legal Framework: It used to be there was only one legal framework, which was a “limited offering” or “private securities offering.” Our firm sets up many types of film and television securities offerings, each one will let the investor legally use the marketing techniques that follow.
However, there is now a second option, which is to work through an equity crowdinvesting platform like ideaPledge.com. If a producer does not have the upfront budget to set up a limited offering, I have no reservations in referring people to ideaPledge.com, because it is the only equity crowdinvesting company without any hidden fees and that allows the below marketing techniques.
2) Marketing Techniques: Without the right marketing techniques, all the “hustle” in the world won’t get a producer anywhere. This is the part of the equation that I want to focus on below.
II. Equity Investor Marketing Techniques
Below you will find the true “formula” for equity investor financing. It takes effort, and some time, but it works and I have never found a successful fundraiser to have a technique that falls outside of the following:
1) Family and Friends: While some producers may dismiss this idea, saying, “I don’t have a rich uncle,” you have to realize that there is more interest than many producers realize in participating in the fun and glamour of a film or television production. You don’t know who might help unless you ask and a lot of independent producers have trouble asking for money. Of course, this is also a reality check, because you need to believe in your project before you ask others to invest. But if you have done your homework and know your project will be a success, then start with those closest to you.
2) Cold Calling and the Boiler Room: Okay, so now we are really getting into the “reality” of raising money. To raise money, you have to talk to a lot of people, often by phone. Sometimes you need to talk with even more people than you can reach on your own, so you need to put down a few bucks to hire others to assist you. The fact is, while there are legal risks associated with this process, the majority of major brokerage firms and investment banks do this exact same thing, just on a larger scale. Before you engage in this process, hire our firm to make sure that all legal requirements are being covered, because while this is a very effective technique, it is also a way to get a wire fraud claim filed against you if everything is not filed correctly.
3) Mass Email Campaigns: So, again, borrowing from the playbook of the big finance companies, I am sure many of you routinely get bombarded by investment offers from various brokerages and venture capital firms, and here is another situation where the JOBS Act (Jumpstart Our Business Startups Act) has liberalized the ability for producers with small offerings to use mass email campaigns to reach out to subscriber lists and also to purchase mailing lists. This involves two legal factors, one is compliance with securities laws, so that you have a valid exemption from the standard laws prohibiting the advertising of unregistered securities offerings, and second, the CAN-SPAM Act which specifies penalties for certain types of email marketing.
4) Print Advertising: Less expensive that radio and television, but very effective, advertising in the right print publications and journals can bring in a larger number of investors and contacts without the manual labor of the boiler room. Of course, you still need to have the right campaign set up, and you also need to have your website and social media pages set up so that those interested in investing have somewhere to go to find more information. Again, the JOBS Act has made print advertising, once strictly off-limits for small offerings, possible under the right securities exemptions.
5) Radio and Television Ads: While television advertising might be a bit costly, radio ads can be an affordable way to reach a huge pool of potential investors. This is absolutely “general solicitation” of investors, which used to be a no-no for reaching investors in an unregistered offering, but it is now legal under particular securities exemptions. The particularities of what you can and cannot say in the ad are too detailed to discuss here, but if you hire our firm to set up a securities offering, we will discuss advertising strategies (after you become a client) as part of our services.
6) Social Media Marketing: Here we are in 2017 and I cannot tell you the number of producers who tell me, “I don’t know anything about social media.” Well, social media marketing is taking over many other forms of advertising, and it isn’t just about posting your project to your Facebook page. Every producer needs to begin building a fan base for their film or television project. That involves setting up a fan page for the company, as well as a dedicated twitter account at a minimum. Then you need to reach out to new “friends” through groups. This is not about just hitting up your existing friends. This is about proactively building a following. If you do not have the time and patience you can hire a social media marketing company, but social media marketing is labor intensive so it comes at a price.
7) Hire a Brokerage Company: Finally, a registered securities broker could help you sell your investment. However, of all these techniques this is the longest shot, because it is hard to get a broker interested in selling an unregistered offering. Still, if you know a securities broker, it is worth inquiring about his or her interest.
As with any entertainment matter, please do not make a decision about complex issues without consulting an experienced entertainment lawyer first. Feel free to contact my office at www.filmtvlaw.com about a quote.
- By Brandon Blake, Entertainment Lawyer