Important. Securities placement and transaction-based compensation in the United States must be conducted by or through a registered broker-dealer. FG Capital Advisors provides capital raising services through a chaperone arrangement with a U.S. registered broker-dealer under SEC Rule 15a-6 and applicable FINRA rules. This page is marketing material and not a solicitation to buy or sell securities.
Broker-Dealer Chaperone and Capital Raising Advisory (Rule 15a-6)
Engage U.S. investors and complete financings with a compliant pathway. The chaperone framework allows marketing to qualified investors, documentation of communications, supervision of personnel, escrowed funds flow, and clean success fee mechanics at closing. The scope covers public and private companies, restructurings, and project finance.
Transactions covered
- Private placements of equity and debt including PIPEs and convertibles
- DIP financing and exit financing in restructurings
- Acquisition finance and structured credit
- Project finance tranches and equity bridge facilities where securities are offered
- Secondaries and structured liquidity solutions for existing holders
Controls and supervision
- Rule 15a-6 chaperone with FINRA supervision and recordkeeping
- Investor qualification, KYC, and sanctions screening
- Suitability protocols and legends on all materials
- Data room access rules and wall-cross procedures
- Escrow, funds flow, and closing checklists
Outcome. A legal route to earn retainers and success fees on U.S. capital raises and restructurings without compromising compliance.
Engagement Model and Fees
| Component | What it covers | When payable |
|---|---|---|
| Upfront retainer | Workplan, investor mapping, materials preparation, compliance setup | At mandate signing |
| Monthly milestone fee | Ongoing outreach under BD supervision, diligence Q&A, term sheet iterations | Monthly during marketing period |
| Success fee | Cash percentage of gross proceeds or debt notional as agreed | At financial close, net of any credits |
| Expenses | Legal, escrow, data room, travel, and filings as applicable | Reimbursed at cost against invoices |
Fee structures follow market standards for M&A, restructuring, and private placements. Final terms are documented in the engagement letter with the broker-dealer.
Process and Deliverables
Preparation
- Engagement letter and supervisory plan with the broker-dealer
- Investor list build and contact strategy
- Teaser, deck, model, and data room readiness
- Disclosures, legends, and communication templates
Execution
- Chaperoned outreach and meeting coordination
- Diligence management and tracking of information requests
- Term sheet negotiation and process letters
- Closing mechanics, escrow, and funds flow
Result. A supervised process that clears legal requirements and moves capital from interest to funded close.
Where This Matters Most
- Restructuring. DIP, exit, rescue financing tied to plan milestones and court timelines
- Cross-border raises. Non-U.S. issuers accessing U.S. qualified investors
- Time sensitive deals. Transactions that need decisive governance around communications and allocations
- Complex structures. Convertibles, preferreds, structured equity, and hybrid instruments
Request a Chaperoned Capital Raise
Share your transaction details to receive an initial review and a mandate proposal that specifies supervision, scope, and fees.
Open Client IntakeDisclaimers. Any securities activity will be conducted by or through a registered broker-dealer under applicable laws and regulations. Nothing here is investment, legal, tax, or accounting advice. Engagement terms and investor eligibility will be defined in final documentation.
