For Intermediaries
Placement agents on Buxton Helmsley offerings.
Registered broker-dealers and appropriately licensed intermediaries only · Subject to diligence under Rule 506(d)
The firm appoints a small number of placement agents. Each works under a written selling agreement that names the offerings it may place, and is paid on attribution the firm records itself, so no agent has to file a report to be credited.
- Who qualifies
- FINRA-registered broker-dealers
- and licensed non-U.S. intermediaries
- Appointment
- Written selling agreement
- Signed after Rule 506(d) diligence
- Scope
- Set offering by offering
- Usually every open offering
- Reporting
- Monthly or quarterly statements
- Every commission line and its status
The Offerings
What you would take to clients.
Two offerings are open. Their prices, minimums and fees are stated on the offering page, next to the qualifications that govern them, and are not repeated here.
I.The Strategy
Limited partnership interests
A concentrated, long-oriented activist fund investing alongside the firm’s own capital, open for its initial close.
Terms on the offering pageII.The Manager
Common stock in Buxton Helmsley, Inc.
Equity in the management company itself, sold on a rolling basis at the Board’s discretion.
Terms on the offering page
The Manager
- 2014
Brand established
One office, in Midtown Manhattan. The firm’s campaigns have run against issuers in the United States and abroad.
- Top 15%
Global activist ranking
Among activist investors worldwide, by number of campaigns. Source: Bloomberg.
- 8
Institutional service providers
An independent auditor, a fund administrator, two prime brokers, outsourced accounting and three law firms.
Your clients’ advisers will ask about method and record first. Both are published: the investment process, every campaign in the campaign ledger, and the board and executives on the leadership page.
Service Providers
- Strategic Accounting Partner
- CFGI
- Independent Auditor
- UHY LLP
- Fund Administrator
- IQ EQ Fund Services LLC
- Prime Broker
- Velocity Clearing, LLC
- Prime Broker
- Clear Street, LLC
- Litigation Counsel
- Quinn Emanuel Urquhart & Sullivan, LLP
- Activism Counsel
- McDermott Will & Schulte LLP
- General Corporate & Litigation Counsel
- Falcon Rappaport & Berkman LLP
The Terms
The appointment, in eight lines.
Everything except the schedule. Rates, bases and tail periods are set in each selling agreement, and the firm does not publish them.
- Appointment
- By written selling agreement, signed after diligence. A firm holds one agreement at a time.
- Who qualifies
- Broker-dealers registered with FINRA, and intermediaries outside the United States licensed by their own regulator. The firm does not pay unregistered finders for introducing investors.
- Scope
- The selling agreement names the offerings an agent may place. That is usually every open offering, but the firm may limit an appointment to particular offerings.
- Compensation
- One-time and trailing structures, paid in cash or in equity of the management company. The selling agreement sets the structure, rate, basis and any tail period. The firm does not publish a schedule.
- Attribution
- Recorded on the invitation when you send it, and on the investor’s own record when they accept. It follows through to the subscription that results.
- Reporting
- A statement each period, monthly or quarterly as agreed, listing every commission line and its status.
- Workspace
- Logins for your firm to a dedicated workspace: offerings, client invitations, subscription progress, commissions and statements.
- Status
- Open. The firm is appointing selectively.
How It Works
From introduction to appointment.
01
Introduce your firm
Use the form at the foot of this page: your registrations, where you are licensed, how you are normally paid, and which offerings you would place.
02
Diligence
The firm checks registration, jurisdiction and disciplinary history, and makes the factual inquiry Rule 506(d) requires before it pays anyone. This takes longer than any other step, and it is never waived.
03
Selling agreement
It sets scope, term, compensation, any tail period and the offerings you are appointed to. The firm countersigns and keeps it on file.
04
Access
Your reps receive logins to the agent workspace, with access to each offering your agreement covers. Invitations sent from it carry your firm and the rep’s name from the moment they go out.
The Workspace
Seven stages, each one visible to you.
A subscription moves from invitation to funding on a single line in the workspace. Your firm signs off before Buxton Helmsley does. The last two stages are done by a person here.
- 01InvitedYour rep
- 02AcceptedInvestor
- 03DraftedInvestor
- 04SubmittedInvestor
- 05ApprovedYour firm
- 06CountersignedBuxton HelmsleyBy hand
- 07FundedBuxton HelmsleyBy hand
- 01
Invite
Pick the offerings, enter the investor’s details once—individual, joint or entity—and the invitation goes out under your firm’s name. Each offering gets its own message and its own link, valid for fourteen days. When the investor sets a password, every offering you chose is waiting for them.
- 02
Attribution at acceptance
Setting that password records the introduction against your firm and the rep who made it, on the investor’s profile and the contact record, with an audit entry. The first record stands. If the investor already had an account here, Buxton Helmsley staff decide the attribution, and a decision not to attribute is recorded as well.
- 03
Track each subscription
Every stage appears on one line, with amounts and dates. Opening a subscription shows the subscriber’s details, their accreditation verification, their Rule 506(c) acknowledgements, the timestamped electronic signature, and the data room as it stood when they signed.
- 04
Your firm approves first
A subscription reaches Buxton Helmsley only after your firm passes it: first the rep who made the introduction, then a principal. Staff cannot countersign before that. A rejection needs a written reason, cannot be reversed from your side, and the reason is sent to the investor.
- 05
Commissions and statements
Once funding is confirmed, commission lines accrue against the attribution already on record, in cash or in equity of the management company. Statements are generated and emailed to your principals quarterly by default, or monthly if you prefer.
Still by hand
Buxton Helmsley sends the subscription agreement for signature, countersigns it and confirms funding. A person here does each of those three steps, deliberately. Everything before them runs through the workspace, and you can see each one as it happens.
Materials
Offering materials are read inside the data room, not distributed. Every document served is watermarked to the person who opened it, and every access is logged. Subscription templates are the exception: they exist to be downloaded, completed and returned.
Questions
What compliance asks first.
No. The firm compensates only broker-dealers registered with FINRA and, outside the United States, intermediaries licensed by their own regulator.
Compensation is agreed in the selling agreement: which structure applies, the rate, the basis and any tail period. The firm does not publish a schedule, and nothing on this page is an offer of compensation.
Registration, the jurisdictions you are licensed in and disciplinary history, together with the factual inquiry Rule 506(d) requires. A disqualifying event affecting an agent or its covered persons can disqualify the offering itself, so the step is not waived, and an appointed agent must give prompt notice of any change.
No. Materials are read inside the data room, watermarked to the person viewing them, and every access is logged. Subscription templates are the only documents meant to be downloaded.
Attribution is never applied automatically. Buxton Helmsley staff decide it and record the decision either way.
Usually every open offering, although the firm may limit an appointment to particular ones; the selling agreement names them. The two currently open are described, with their terms and qualifications, on the offering page.
No. Buxton Helmsley USA, Inc. is an exempt reporting adviser. It is not registered with the Securities and Exchange Commission as an investment adviser.
Next Step
Introduce your firm.
Tell us who you are, what you are licensed to do and where. If there is a fit, we will send the diligence pack and a selling agreement to review.
Your CRD number is the one identifier we need. It is how the firm looks up registration and disclosure history, and it turns the Rule 506(d) inquiry into a lookup.
Introduce Your Firm
Introductions are reviewed by the firm directly. Nothing is shared with third parties.
Important Disclosures
Not an offer
Eligibility
Rule 506(d)
Compensation
Regulatory status
Forward-looking statements
Ranking
Campaign record