Raising Capital Under Reg D: Timeline, Cost, and How to Structure It Right

Regulation D offers sponsors a streamlined path to raise private capital from accredited investors without SEC registration. For real estate, infrastructure, and private credit deals, it balances speed, compliance, and control. However, executing a Reg D raise—whether under Rule 506(b) or 506(c)—requires precise planning, clear disclosure, and investor-ready materials.

Financely specializes in guiding sponsors through each phase: from initial structuring to final subscription. Our process reduces common bottlenecks and leverages volume-based efficiencies, so most routine offerings can be launched for under $30,000 and closed in under five weeks.

Reg D Exemptions Explained

• Rule 506(b): Private placements limited to pre-existing investor relationships. No general solicitation allowed.
• Rule 506(c): Allows public advertising and solicitation, provided the sponsor verifies investor accreditation on a case-by-case basis.

Choosing between 506(b) and 506(c) depends on your investor network, marketing strategy, and desire for broader outreach.

Step-by-Step Fundraising Process

Every successful Reg D raise follows a clear, multi-phase workflow:

1. Planning & Structuring

Timeline: Week 1

• Define total capital requirement: acquisition, reserves, capex, and fees.
• Model capital stack: debt, preferred return, equity, and sponsor promote.
• Draft term sheet outlining investment terms, timeline, and distribution waterfall.

2. Legal Documentation

Timeline: Weeks 2–3

• Prepare Private Placement Memorandum (PPM) with project overview, risk factors, and financial projections.
• Draft Subscription Agreement, Operating or LP Agreement, and investor qualification criteria.
• Ensure compliance with Reg D disclosures and state Blue Sky requirements where applicable.

3. Platform Setup & Launch

Timeline: Week 4

• Configure online deal room with secure access to all offering documents.
• Integrate accreditation verification tools and AML/KYC workflows.
• Launch investor portal, enabling e-signatures and capital commitments.

4. Investor Outreach & Closing

Timeline: Weeks 5–8

• For 506(c) offerings, execute targeted marketing campaigns (email, social, webinars) to accredited investor lists.
• Conduct one-on-one investor meetings or group webinars, address due diligence questions.
• Manage subscription flow: collect signed docs, process wire transfers, and issue subscription confirmations.

Average Timeline Summary

Phase	Duration	Key Deliverables
Structuring	1 week	Term sheet, capital stack model
Legal & Docs	2 weeks	PPM, Subscription & Operating Agreements
Platform Launch	1 week	Deal room, e-sign setup
Raising & Closing	3 weeks	Investor commitments, funding

Detailed Cost Breakdown

Traditional Reg D raises often involve separate vendors—legal, compliance, marketing—which can exceed $60,000. Financely’s bundled approach reduces costs by consolidating workflows and leveraging our volume:

• Structuring & Modeling:$5K–$7K (capital stack, waterfall, term sheet)
• Legal Documentation:$8K–$12K (PPM, agreements, Blue Sky filings)
• Platform & Onboarding:$4K–$6K (deal room, e-sign, KYC/AML)
• Marketing & Outreach:$5K–$8K (for 506(c) campaigns)
• Project Management & Reporting:$3K–$5K

Total Typical Fee:$25,000–$30,000 all-inclusive for most routine offerings.

Investor Expectations

• Clear PPM with risk disclosures and sponsor track record.
• Concise pitch deck and executive summary.
• Transparent capital waterfall and use-of-proceeds breakdown.
• Robust KYC/AML and accreditation verification.

Ideal Sponsor Profile

• Sponsors raising $2M–$50M in equity.
• Operators with proven assets or pipeline projects.
• Family offices, HNWIs, RIA-managed clients, and institutional allocators.
• Foreign investors via Reg S feeders or SPVs.

Why Financely?

• Decades of capital markets and private placement experience.
• Proprietary tech stack for deal management and CRM integration (Monday.com).
• Investor network spanning family offices, wealth managers, and private banks.
• Volume-based pricing and standardized processes—50% cost savings.

Raising Capital? Structure, Speed, and Compliance Are Key.

If you need to raise equity under Regulation D, structure a 506(b) private placement, or launch a 506(c) public offering, Financely delivers institutional-grade support. From capital stack modeling to state Blue Sky filings, digital investor onboarding, and live CRM tracking, we simplify every step so your raise closes in under five weeks and under $30K. Let’s talk about making your next capital raise predictable and efficient.