Overview
The following includes disclosures that can be used on various marketing materials, reports, emails, press releases and other materials discussing Blue Bridge Financial, Inc. (“Blue Bridge”). Included with the disclosures is a discussion of when and how such disclosures are to be used with certain categories of materials. Certain materials of Blue Bridge may be outside the scope of this memo and in such cases, it is advised that TPS discuss such materials with its counsel or regulatory advisers, as appropriate.
Risk Factors and Disclosures
The disclosure below entitled “IMPORTANT RISK FACTORS AND DISCLOSURES” should be included in any marketing materials that discuss Blue Bridge in any manner. This disclosure can be included anywhere in the document but is typically placed at the end of the document.
Prospective investors should consider the investment objectives, risks and charges and expenses of Blue Bridge Financial, Inc. (Blue Bridge) carefully before investing. Blue Bridge’s Private Placement Memorandum (Memorandum) contains information about these important issues as well as other information about Blue Bridge. A Memorandum for Blue Bridge may be obtained by calling the Triton Pacific Securities sales desk at 949.429.8500 or sending an email request to sales@tritonpacificsecurities.com.
Risk Factors: An investment in Blue Bridge is speculative, illiquid and involves a high degree of risk as well as the potential loss of an investor’s entire investment. A prospective investor must consider, understand and be comfortable with such risks, as discussed further below and in the Memorandum. These risks include, but are not limited to, the following:
No public market currently exists for Blue Bridge’s shares (the Shares), and Blue Bridge has no current plans to list any of its Shares on a national securities exchange.
The loss of any member of Blue Bridge’s management team or their inability to attract and retain highly skilled individuals at all levels could adversely affect company business.
Blue Bridge may not be able to successfully execute its business plan.
The availability of credit facilities is not guaranteed.
State law and other factors may impede recovery efforts and affect the ability of Blue Bridge to recoup the full amount due on the loans made by Blue Bridge.
Losses and delinquencies on the loans may differ from the Company’s historical loss and delinquency levels.
Default or insolvency of obligors may reduce payments made on loans made by Blue Bridge.
Federal financial regulatory reform and other federal, State and local laws could have a significant impact on Blue Bridge.
The Offering price of the Shares was not established on an independent basis; the actual value of an investment may be substantially less than what an Investor pays for the securities.
Inability to realize sufficient income or capital appreciation for delivering to investors a preferred return.
Disclosures: This document is confidential and may not be shown, copied, transmitted or otherwise given to any person other than the person receiving it without the prior written consent of Blue Bridge. This information is not, and should not be deemed to construe, an offer to sell or a solicitation of an offer to purchase any security. Offers will only be made through the Memorandum to suitable investors and where permitted by law. Nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. This information should not be construed as advice designed to meet the particular investment needs of any investor. No recommendation or advice is being given as to whether any investment or strategy is suitable for a particular investor. Neither the SEC nor any state securities commission has approved or disapproved of Blue Bridge’s securities or determined if the Memorandum is truthful or complete. Any representation to the contrary is a criminal offense. Certain statements contained in this document constitute “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any such statements, performance projections and results contained in the enclosed material are based upon assumptions, some of which will vary, perhaps materially, from actual events and should in no event be viewed as predictions or representations as to actual performance. As well, such projections are not prepared to comply with any specific rules or guidelines or the reporting standards of the SEC, GAAP, the AIMR, or any other regulatory agency or trade organization, all of which may be applicable to the presentation of such information. Past performance does not guarantee future results. Certain states may have different suitability requirements. Please see the Memorandum for additional information.
Email Disclosures
DISCLOSURES, DISCLAIMERS AND NOTES: There is no guarantee that Blue Bridge Financial, Inc. (Blue Bridge) will achieve its objectives nor is any such guarantee to be construed as implied or promised. The information contained in this message is confidential and may not be shown, copied, transmitted or otherwise given to any person other than the person receiving it without the prior written consent of Triton Pacific Securities, LLC (TPS). (a) This information is not, and should not be deemed to construe, an offer to sell or a solicitation of an offer to purchase any security. Offers will only be made through Blue Bridge’s confidential private placement memorandum (the “Memorandum”) to suitable investors and where permitted by law. Nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. This information should not be construed as advice designed to meet the particular investment needs of any investor. No recommendation or advice is being given as to whether any investment or strategy is suitable for a particular investor. Prospective investors should pay particular attention to the “Risk Factors” section of the Memorandum. Neither the SEC nor any state securities commission has approved or disapproved of Blue Bridge’s securities or determined if the Memorandum is truthful or complete. Any representation to the contrary is a criminal offense. (b) Certain statements contained in this message and any accompanying documents constitute “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any such statements, performance projections and results contained in this message or the attached material are based upon assumptions, some of which will vary, perhaps materially, from actual events and should in no event be viewed as predictions or representations as to actual performance. As well, such projections are not prepared to comply with any specific rules or guidelines or the reporting standards of the Securities and Exchange Commission, GAAP, the AIMR, or any other regulatory agency or trade organization, all of which may be applicable to the presentation of such information. (c) Past performance does not guarantee future results. (d) An investment in Blue Bridge includes a number of risks, including those listed below. A prospective investor must consider, understand and be comfortable with such risks, as discussed further in the prospectus. (e) Certain states may have different suitability requirements.
Risk Factors: Some of the more significant risks include the following: the market for attractive investment opportunities is highly competitive; there is no public trading market for the Blue Bridge’s shares, and it is unlikely that one will develop; there are significant restrictions on the transferability of Blue Bridge’s shares; investments in small to mid-size companies have particular and unique risks; The loss of any member of Blue Bridge’s management team or their inability to attract and retain highly skilled individuals at all levels could adversely affect its business. State law and other factors may impede recovery efforts and affect the ability of Blue Bridge to recoup the full amount due on the loans; losses and delinquencies on the loans may differ from Blue Bridge’s historical loss and delinquency levels; default or insolvency of obligors may reduce payments; federal financial regulatory reform and state laws could have a significant impact on Blue Bridge; the offering price of Blue Bridge’s was not established on an independent basis; the actual value of an investment may be substantially less than what Investor pays for the securities.
