***The Offering Described Herein Is Only Suitable, Intended And Available For “Accredited Investors” As Defined In Securities Laws***
Dear Potential Investor:
First and foremost we would like to thank you for your interest in Ringneck Energy LLC (the “Company”). We are excited to offer an investment opportunity to purchase limited liability company membership units in the Company.
Offers to buy the units or invitation for offers to buy will be made only by means of the Company’s Private Placement Memorandum (“PPM”), the subscription agreement and only in accordance with the terms of all applicable securities and other laws. You can obtain a copy of our Private Placement Memorandum by clicking here or by contacting us by any means below. The PPM contains, among other things, the terms of the offering, a summary of the Company’s governing documents, current information regarding our project, the Company, our business plans, planned uses of the offering proceeds, our anticipated business partners, business and investment risks, certain tax matters and pro forma financial statements for the project and other details related to the Company. We encourage you to carefully and thoroughly review all of the enclosed documents, including the PPM and all exhibits associated with it.
If, after reviewing the PPM and its exhibits, you are interested in participating in the offering, kindly complete all documents in Exhibit C of the PPM, make a check payable to the order of “BankWest, Onida, SD, escrow agent for Ringneck Energy LLC” for 10% of your total investment amount and transmit the completed subscription documents and your check to Ringneck Energy LLC, P.O. Box 68, 215A S. Main St., Onida, South Dakota 57564. Additionally, you must provide documents and information necessary for the Company to verify that you are an “accredited investor”. In the subscription agreement (Exhibit C to the PPM), we outline the three method through which we can verify your status as an accredited investor and the supporting documentation required for each method.
If you have any questions, or would like additional information about the offering, the project, or the Company, please feel free to contact the Company by mail at P.O. Box 68, 215A S. Main St., Onida, South Dakota 57564; by telephone at (605) 258-2900; or by email at firstname.lastname@example.org.
Thank you for your interest.
Chairman, President and Chief Executive Officer
Ringneck Energy LLC
IMPORTANT NOTICE TO INVESTORS: Neither the securities and exchange commission nor any state securities commission has approved or disapproved of the Company’s units or passed upon the adequacy or accuracy of the content of this website or Company’s official private placement memorandum. Any representation to the contrary is a criminal offense.
Prospective subscribers should read and carefully consider the Private Placement Memorandum dated July 29, 2015 and the Rescission Offer and Supplement No. 1 dated July 26, 2016, and the exhibits to each, in their entirety before making any investment in the units.
- Additional important disclaimers may be accessed HERE.
POTENTIAL INVESTOR FREQUENTLY ASKED QUESTIONS
Q: Can anyone invest in the investment units in the offering?
A: Due to the nature of the offering described herein, the offering is only suitable, intended and available for “accredited investors” as that term is defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended. Further, each investor must represent in writing to the Company in the subscription agreement, among other things, that the prospective investor is an “accredited investor”.
Under Rule 501, an accredited investor includes the following:
- any natural person whose individual net worth, or joint net worth with that person’s spouse at the time of purchase exceeds $1.0 million;
- any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in of each of those years and has a reasonable expectation of reaching the same income level in the current year;
- any corporation, partnership, Massachusetts or similar business trust not formed for the specific purpose of acquiring the units offered, with total assets in excess of $5.0 million;
- any entity in which all of the equity owners qualify as accredited investors;
- any company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks undertaken by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory or the District of Columbia;
- any national bank, banking institution organized under the laws of any state, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by a United States state or territorial banking commission or similar official, whether acting in its individual or fiduciary capacity;
- any trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the securities offered whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; and
- any manager, director, executive officer of the Company.
This limitation is required under federal securities laws because this offering is being conducted using general advertising and general solicitation, including this publicly available website, which is generally deemed to be “advertising” by the U.S. securities regulators.
Under the recent changes to the rules in the U.S. applying to private placements of securities adopted under the JOBS Act, general solicitation and advertising is now allowed for issuers relying on the exemption provided under Rule 506 under Regulation D provided that the issuer then verifies the accredited investor status of each individual or entity that offers to purchase the issuer’s securities.
This website and the offering described herein is intended to be made available only to individuals in the United States that qualify as accredited investors, and the information on this website and the official private placement memorandum of Ringneck Energy LL is only for such persons. Nothing on this website shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction.
Q: Will I need to prove that I am an accredited investor? If so, how do I do so?
As noted above, any investor that wishes to purchases units from the Company will be required to verify that he, she or it meets one of the accredited investor standards. It is possible that you were not required to submit this type of information in past private placement offering in which you have participated. However, the nature of this offering, together with changes made to the federal securities laws in September 2013, impose these additional verification obligations on the Company.
There are three methods through which we can verify your status as an accredited investor discussed in the subscription agreement and summarized below:
- You may provide us with copies of any IRS form that reports your income for the last two years (including Form W-2, Form 1099, Schedule K-1 to Form 1065, and Form 1040). If you choose this option, you must also provide your written representation that you have a reasonable expectation of reaching the income level necessary to qualify as an “accredited investor” during the current year. You may either annotate and initial the margin of this subscription agreement or provide a separate letter signed by you which sets forth your consistent income expectation for the current year.
- You may provide us with information regarding your present net worth. You may provide one or more of the following types of documentation dated within the prior three months and a written representation that all liabilities necessary to make a determination of net worth have been disclosed: assets (bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties), and liabilities (a credit report from at least one of the nationwide consumer reporting agencies).
- You may provide us with written confirmation of your “accredited investor” status from a registered broker-dealer, a registered investment advisor, a licensed attorney, or a certified public accountant who have taken reasonable steps to verify that you are an “accredited investor” within the last three months.
Q: Is there a form my registered broker-dealer, a registered investment advisor, a licensed attorney, or a certified public accountant can use to verify that I am an accredited investor?
Of the three methods, we believe most investors will choose to provide us with written confirmation from a registered broker-dealer, a registered investment advisor, a licensed attorney, or a certified public accountant who has taken reasonable steps to verify that the investor is an accredited investor within the last three months. Because we believe this will be the most commonly used method, we have provided a sample letter for such person’s consideration as Exhibit G to the PPM.
Given the relative newness of the verification requirement, your registered broker-dealer, a registered investment advisor, a licensed attorney, or a certified public accountant may not be familiar with the verification process. Additionally, your registered broker-dealer, a registered investment advisor, a licensed attorney, or a certified public accountant may charge you a fee in connection with verifying your status as an accredited investor for which you will be responsible.
To assist you in obtaining your third party representation letter, we recommend that you provide the following documentation to your registered broker-dealer, a registered investment advisor, a licensed attorney, or a certified public accountant:
- A copy of the PPM and subscription agreement;
- If the verification is based on your income, copies of your Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing your income or your joint income with your spouse as reported to the IRS for each of the previous two years;
- If the verification is based on your net worth, documentation of your assets–that is, bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments and/or appraisal reports issued by independent third parties that show your individual assets or your joint assets together with your spouse –and liabilities via a copy of a consumer credit report for you (or for you and your spouse) issued by TransUnion, EquiFax or Experian. All documentation to be relied upon must be dated within the prior three months.
Q: Who will have access to my personal financial information?
The only people who will have access to any information you provide with your subscription agreement will be Ringneck Energy LLC personnel who are responsible for ensuring that the documentation you provide is legible, sufficient for the Company to verify your accredited investor status and maintained in the correct place. We will confidentially retain your documents for a period of four (4) years before destroying them. We will not otherwise disclose the contents of your documents, except as required by either state or federal securities law regulators or otherwise as is required by a court of law. We will not return your documents to you.