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 Inland Sea – Harlan, LLC (the “Company”). We have two classes of units: “investor” units and “operator” units. We are offering a minimum of 15,778,000 “investor” units and a maximum of 23,227,000 units to qualified accredited investors on the terms and conditions set forth in our private placement memorandum. A copy of our private placement memorandum (“PPM”) can be obtained by contacting us by any means below or may be accessed here: Inland Sea – Harlan, LLC 506(c) Private Placement Memorandum
Offers to buy the units or invitation for offers to buy will be made only by means of the Company’s PPM, the subscription agreement and only in accordance with the terms of all applicable securities and other laws. 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 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 1549, Ames, Iowa 50014 or by telephone at (515) 291-0229. Additionally, you may contact our managers and officers who are offering our units on behalf of the Company at the telephone numbers listed below:
Kevin Kimle - Manager and Chairman - (515) 291-3992
Peder Hansen - Manager - (402) 319-4649
Jackson Kimle - Manager and Treasurer - (515) 291-0229
Al Hermanson - Manager - (515) 291-0047
John Bickel - Manager - (978) 853-9005
Thank you for your interest.
Kevin Kimle, Chairman
Inland Sea – Harlan, 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.
Additional important disclaimers may be accessed HERE
Q: Can anyone invest in the investment units in the offering?
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:
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.
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 Inland Sea – Harlan, LLC 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. The contents of this website are not a part of the PPM and should not be relied on by an investor when making any determination to invest in the offering. The offering is made solely by means of the PPM.
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. There are two methods through which we can verify your status as an accredited investor discussed in the subscription agreement and summarized below:
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 C 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:
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 Inland Sea – Harlan, 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.