Notice. Educational and marketing content only. FG Capital Advisors acts as advisor and placement agent through regulated partners. We are not a broker dealer or underwriter. Any offering depends on KYC/AML and sanctions checks, legal review, bad actor analysis, investor appetite, documentation quality, and approvals by relevant regulated entities.
Regulation D Rule 506 Offering Advisory And Placement
Regulation D Rule 506(b) and 506(c) are the core routes for private offerings to accredited investors. The rules are simple on paper and unforgiving in practice. FG Capital Advisors helps sponsors, funds, and operating companies design compliant Reg D structures, choose between 506(b) and 506(c), prepare investor grade documents, and reach serious accredited investors and family offices through regulated partners.
Share your deal, target raise size, investor profile, and timing. We respond with a Reg D route that fits your situation, clear document requirements, and a placement plan that reflects how real investors work.
Request A Reg D ProposalOn This Page
When Reg D Rule 506 Is The Right Tool
Suitable Transactions
- Private fund launches and follow on closes for credit, real assets, private equity, and opportunistic strategies.
- Sponsor equity raises for acquisitions, roll ups, and project vehicles where accredited investors and family offices anchor the equity.
- Growth capital and recapitalisations for operating companies with a credible plan and a clear exit path.
- Preferred equity, co investment sleeves, and sidecar structures that sit alongside bank or 144A debt.
When Another Route May Be Better
- Bond or note style financings where QIBs and dealer desks are the natural buyers, which lean toward a 144A format.
- Very small friends and family rounds that can be handled directly with counsel and a narrow investor list.
- Transactions that require public retail participation, which fall outside a private Reg D focus.
- Situations where disclosure, governance, or track record are not yet strong enough for sophisticated accredited investors.
What FG Capital Advisors Does In A Reg D Mandate
Structure, Terms, And Compliance Framework
- Work with counsel to choose the exemption mix, usually Reg D Rule 506(b) or 506(c), and to confirm any parallel exemptions needed in other jurisdictions.
- Shape economics, waterfall, fee terms, and investor protections so the offering reads clearly for sophisticated investors and their advisers.
- Build or refine the private placement memorandum, operating agreement or partnership agreement, subscription documents, and investor questionnaires.
- Coordinate Rule 506(d) bad actor checks on covered persons and set up a practical process to evidence accredited status, particularly for 506(c) offerings.
Investor Strategy, Outreach, And Placement
- Map realistic investor segments across family offices, accredited individuals, independent sponsors, and specialist funds that match the strategy and ticket size.
- Prepare materials and talking points that answer the questions investment committees actually ask, including downside cases and governance.
- Coordinate outreach and investor calls through regulated partners, gather feedback on structure and terms, and refine the offer where it makes sense.
- Support allocation and closing mechanics so commitments translate into signed documents, funds flows, and a clean cap table or LP register.
Our Reg D Rule 506 Execution Process
| Stage 1 – Review And Strategy | Review your strategy, asset base, raise size, and investor universe. Decide whether 506(b) or 506(c) fits better, and outline any parallel routes such as a 144A note or a non US tranche where relevant. |
| Stage 2 – Mandate, Counsel, And Timeline | Agree mandate, fee structure, and chaperone model. Confirm US securities counsel and any local counsel. Set a working schedule for documentation, investor outreach, and closing targets. |
| Stage 3 – Documents And Data Room | Build or refine the PPM, governing documents, subscription pack, and investor questionnaires. Establish a data room with corporate documents, financials, models, and supporting materials for investor diligence. |
| Stage 4 – Compliance Set Up | Put in place Rule 506(d) bad actor checks, accredited investor verification standards, and records of how each investor is approached and classified under 506(b) or 506(c). |
| Stage 5 – Investor Outreach And Soft Circling | Through regulated partners, contact target investors, handle Q&A, and collect soft indications. Use feedback on structure, fees, and governance to refine the offer before the main closing push. |
| Stage 6 – Closing And Capital Calls | Coordinate final allocations, subscription execution, KYC onboarding with regulated partners, and receipt of funds. For funds, help set the initial capital call and reporting rhythm that investors expect. |
Timelines depend on how ready your documents and financials are, the complexity of the structure, and how quickly target investors can run their own internal processes.
Investor Targeting And Segments
Typical Reg D Investor Profiles
- Family offices that back sponsors, funds, and direct deals when they see a clear edge and aligned terms.
- Accredited individuals with prior private market exposure who understand illiquidity and risk.
- Independent sponsors and sector specialists looking for co investments and club deals.
- Smaller funds and allocators that can move quickly if documents and structure are clear.
What These Investors Look For
- Straightforward economics, fee terms, and governance without unnecessary complexity or hidden conflicts.
- Evidence that the sponsor has real commitment, whether through cash, time, or meaningful subordination.
- A credible business model, realistic downside cases, and a path to exits or distributions.
- Clean documents, sensible risk factors, and a reporting plan that does not create friction every quarter.
What We Need From You To Assess A Reg D Offering
Core Information
- Description of the fund, project, acquisition, or operating business that the raise will finance.
- Target raise size, minimum and typical ticket sizes, and expected closing dates or fund closings.
- Current capital structure, including any senior debt, preferred equity, or related party arrangements.
- Historical financials where available and a working model that supports the case for the raise.
Governance And Legal
- Draft or existing fund documents, shareholder agreements, or operating agreements if already prepared.
- Proposed economics for investors and sponsors, including fees, carry, preferred returns, and hurdle structures.
- Organisation chart, jurisdiction details, and tax considerations that investors should understand.
- Contact details for internal and external counsel, auditors, and any administrators or custodians.
Indicative Reg D Offering Parameters
| Exemption Routes | Rule 506(b) for relationship based offerings without general solicitation. Rule 506(c) for offerings that make use of broader marketing while keeping all investors accredited with verification. |
| Investor Eligibility | Accredited investors are the core focus. A limited number of sophisticated non accredited investors may be admitted under 506(b), though many sponsors choose to avoid this to keep disclosure and liability tighter. |
| Offer Size | No formal cap under Rule 506. Practical limits come from investor appetite, track record, and how much capital the strategy can deploy without diluting returns. |
| Instrument Types | Fund interests, sponsor equity, preferred equity, and private company securities. Debt instruments are possible where the investor base and structure support it, often in combination with bank or 144A capital. |
| Liquidity Profile | Securities are restricted and traded infrequently. Liquidity events typically come from exits, distributions, or recapitalisations rather than regular secondary trading. |
| Compliance Focus | Rule 506(d) bad actor checks on covered persons, clear records of who was approached and when, and proper accredited investor verification standards where 506(c) is used. |
If you are planning a private raise where accredited investors and family offices are the real buyers, send us your deck, financials, draft terms, and target timeline. We will respond with a view on 506(b) versus 506(c), the structure that fits your strategy, and a placement model with our regulated partners.
Request A Reg D ProposalFAQ
Should I use Rule 506(b) or Rule 506(c) for my raise?
506(b) tends to suit sponsors with an existing network who prefer quiet processes and simpler onboarding. 506(c) suits sponsors who want visible campaigns and are prepared to run accredited verification and keep tight records of outreach and investor status.
Can a Reg D raise run alongside a 144A or Reg S tranche?
Yes. Many sponsors raise equity or fund interests under Reg D and pair that with a 144A note for QIBs or a Reg S tranche for non US investors. The channels must be structured carefully so each exemption stands on its own and documents stay consistent.
How important are Rule 506(d) bad actor checks?
They are essential. A disqualifying event for a covered person can strip the safe harbor. We work with counsel and regulated partners to ensure checks are run and documented before the offering is taken to investors.
What level of documentation do accredited investors expect?
Sophisticated investors expect a clear PPM, clean governing documents, a workable model, and a risk section that faces reality. They will not fund on a two page teaser and a casual call when serious amounts are involved.
How are fees structured for a Reg D mandate?
Reg D mandates usually combine a work fee for structuring and documentation support with a success based fee on funds raised. Exact terms depend on size, complexity, and the scope agreed between the sponsor, FG Capital Advisors, and regulated partners.
Disclosures. FG Capital Advisors provides advisory and arranging services through regulated partners. Nothing on this page is an offer or solicitation to buy or sell securities. Any engagement is subject to our internal approval, conflict checks, KYC/AML and sanctions screening, legal and tax advice from your own advisers, and the terms of a formal mandate and offering documentation.
