Blueprint
Offering
Circular
June 15,
2018
THE
CHOSEN, LLC
4
S 2600 W, Suite 5
Hurricane,
Utah 84737
(435)
767-1338
Class A Preferred Units of Membership Interest
$13,000,000 Maximum Offering Amount (13,900,000 Class A
Units(1))
The Chosen, LLC, a Utah limited liability company, referred to
herein as our Company, is offering a maximum of $13,000,000 in
Class A preferred units of its membership interest, which we refer
to as the Units (the
"Offering"). The Company is
offering the Units for a purchase price of $1.00 per Unit. This
Offering will terminate on the earliest to occur of (i) the date on
which we sell the maximum number of Units, or the Maximum Offering
Amount, or (ii) twelve (12 months) from the date of qualification
of this Offering. We refer to either of these two dates as the
Termination Date. The initial closing date will occur within one
month after the Company has received and accepted the first
subscription for Units. If, on the initial closing date, we have
sold less than the Maximum Offering Amount, then we will hold one
or more additional closings for additional sales at least monthly,
up to the Maximum Offering Amount, through the Termination Date.
For the initial closing and each subsequent additional closing,
proceeds for subscriptions over $2,500 must be transmitted directly
by wire or electronic funds transfer via ACH to the specified bank
account maintained by the Company per the instructions set forth on
the Offering's website at thechosen.tv.
Such funds will be kept in a non-interest bearing account
maintained by the Company until the closing. Proceeds for
subscriptions of $2,500 or less may be (i) submitted through a
purchaser’s customer account in accordance with the billing
information for such purchaser at thechosen.tv to be kept in the specified bank account
maintained by the Company per the instructions in the subscription
agreement if such payment method is made available, or (ii)
transmitted directly by wire or electronic funds transfer via ACH
to the specified bank account maintained by the Company per the
instructions in the subscription agreement. We intend to accept payment for subscriptions of
$2,500 or less through a purchaser’s customer account in
accordance with the billing information for such purchaser
at thechosen.tv.
However, the credit card method of payment is not approved by our
payment processors at this time and may not be approved for this
Offering. Payments for all subscriptions may be transmitted
directly by wire or electronic funds transfer via ACH to the
specified bank account maintained by the Company per the
instructions set forth on the Offering's website at
thechosen.tv.
Upon each closing of this Offering,
the proceeds for the Offering will be distributed to the Company
and the Units will be issued to the investors. If the Company
terminates the Offering for any reason, which the Company may in
its sole discretion, all proceeds submitted but not yet closed upon
will be promptly returned to investors without interest. The
purchase price per Unit is $1.00 and the minimum purchase
requirement is 100 Units ($100); however, we can waive the minimum
purchase requirement in our sole discretion. Once a subscription has been submitted and
accepted by the Company, an investor will not have the right to
request the return of its subscription payment prior to
closing.
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Underwriting Discounts, Commissions and Expense
Reimbursements(2)
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Proceeds to Other Persons
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Per
Unit:
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$1.00
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$0.00
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$ 1.00
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$0.00
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Maximum Offering
Amount:
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$13,000,000
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$13,875
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$12,986,125
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$0.00
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(1)
Includes up to
900,000 Units to be issued as bonus Units. See the "PLAN OF DISTRIBUTION" section of this
Offering Circular for a more detailed description of the bonus
Units.
(2)
Cambria
Capital, LLC, our former broker-dealer (“Cambria
Capital”), will receive $13,875 as reimbursement of actual,
accountable and reasonable out-of-pocket expenses incurred pursuant
to our engagement agreement with Cambria Capital. See the “Engagement Agreement with Cambria
Capital” section of this Offering Circular for a more
detailed description of the engagement agreement with Cambria
Capital.
(3)
The Company intends to use up to $741,000 of the
gross proceeds of the Offering for estimated offering expenses,
including legal, accounting, printing, advertising, travel,
marketing, blue sky compliance and other expenses of this Offering,
and transfer agent fees. The estimated offering expenses also
include a $600,000 payment to VidAngel pursuant to the consulting
agreement with VidAngel to be paid when the
Company’s cash flow is sufficient to allow payment but not
later than the closing of this Offering for at least $8,000,000 in
aggregate gross proceeds. In addition,
VidAngel will receive Common Units of the Company’s
membership interest equal to 2.0% of the Company’s aggregate
outstanding Membership Units as of the final closing of this
Offering for its consulting
services pursuant to the Consulting Agreement.
See the “PLAN OF DISTRIBUTION
– VidAngel Consulting and Coordination
Agreement” section of
this Offering Circular for a more detailed description of the
consulting agreement with VidAngel.
Generally, no sale may be made to you in this Offering if the
aggregate purchase price you pay is more than 10% of the greater of
your annual income or net worth. Different rules apply to
accredited investors and non-natural persons. Before making any
representation that your investment does not exceed applicable
thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of
Regulation A. For general information on investing, we encourage
you to refer to www.investor.gov.
An investment in the Units is subject to
certain risks and should be made only by persons or entities able
to bear the risk of and to withstand the total loss of their
investment. Prospective investors should carefully consider
and review the RISK FACTORS beginning on page
6.
THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE
COMMISSION, DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO
ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT
PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR
OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO
AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE
SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
This
Offering Circular is following the Offering Circular format
described in Part II of Form 1-A.
TABLE OF CONTENTS
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Page
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SUMMARY
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1
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
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5
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RISK FACTORS
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6
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DILUTION
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12
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PLAN OF DISTRIBUTION
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13
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USE OF PROCEEDS TO ISSUER
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16
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DESCRIPTION OF OUR BUSINESS
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17
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DESCRIPTION OF OUR PROPERTIES
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19
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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20
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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT
EMPLOYEES
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22
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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23
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITYHOLDERS
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24
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS AND OTHER
CONFLICTS OF INTEREST
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24
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SECURITIES BEING OFFERED
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26
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ERISA CONSIDERATIONS
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31
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REPORTS
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33
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INDEPENDENT AUDITORS
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34
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This summary of the Offering
Circular highlights material
information contained elsewhere in this Offering
Circular. Because it is a summary, it
may not contain all of the information that is important to your
decision of whether to invest in the Units. To understand this
Offering fully, you should read the entire Offering Circular
carefully, including the
Risk Factors
section. The use of the words
“we,” “us,” “the Company,” or
“our” refers to THE CHOSEN, LLC and our subsidiaries,
except where the context otherwise requires. The term
“Operating Agreement” refers to our Company’s
Amended and Restated Limited Liability Company Agreement
dated March
6, 2018, as
amended.
The CHOSEN, LLC, a Utah limited liability company,
is an independent television and film production company formed on
October 24, 2017 solely to develop and produce an episodic television series
entitled “The Chosen” (the “Series”). The Series is
based on the gospels of the Bible and tells the story of the life
of Jesus Christ primarily through the perspectives of those who met
him throughout his life.
We intend to use the proceeds from this Offering
to fund the development and production of the first season
(“Season 1”) of The Chosen. We anticipate Season 1 of the Series will contain eight episodes. We
have projected that Season 1 will cost approximately $8.1 million
and will take approximately three months to produce.
We
anticipate that marketing expenses of Season 1 will cost
approximately $3,030,000 and our offering expenses are estimated at
approximately $740,000, if we sell the Maximum Offering Amount. If
we fail to raise the Maximum Offering Amount, we anticipate we will
initially cut our marketing budget up to its entirety to focus on
producing Season 1. If we do not have the full approximately
$8,100,000 in production funds available, we believe that we can
reduce the production values of Season 1 down to a minimum of
approximately $400,000 per episode, or approximately $3,200,000 for
a full 8-episode Season 1. As a result, if we raise less than
$3,200,000 in net proceeds from this Offering we will be forced to
seek alternative financing or reduce the length of Season
1.
The Series is loosely inspired by a film entitled
“The
Shepherd.” The Company
exclusively owns all right, title and interest in and to the
copyrights and all other rights in and to The Shepherd
pursuant to an Assignment and
Assumption Agreement between the Company and Creatus,
LLC. The Shepherd is based on the story
ideas and concepts of Dallas Jenkins, an owner and founder of the
Company. Mr. Jenkins assigned all intellectual property related to
the stories of The Chosen
to us in exchange for 49% of the common units of our membership
interest, which we refer to as Common Units. Mr. Jenkins
subsequently assigned his Common Units to our Manager.
The Series is intended to be distributed through
online video streaming services, television and home video. The
Company has entered into a license agreement with VidAngel, Inc.
(“VidAngel”) providing VidAngel with (i)
a nationwide exclusive license to
exploit the Series through any and all media for a period of one
year, (ii) a worldwide exclusive license to exploit the Series
through video-on-demand services for a period of three years (which
period will automatically renew for additional one-year periods if
not terminated) and (iii) a nationwide exclusive perpetual license
to exploit the Series through subscription-video-on-demand services
for a period of three years (which period will automatically renew
for additional one-year periods if not terminated).
Pursuant to the
license agreement, twenty-five percent (25%) of VidAngel’s
revenues from the exploitation of video-on-demand and
subscription-video-on-demand content will be applied to marketing
the Series. The Company will receive licensing payments in an
amount equal to forty percent (40%) of the net profits attributable
to the Series based on the number of hours the Series was viewed by
VidAngel’s customers. In addition to the licensing payments,
the Company will be eligible to receive an uncapped bonus in an
amount based on a proprietary algorithm determined by
“goodness,” “loyalty” and “word of
mouth.”
As of
the initial closing of this Offering, our Company will have two
classes of membership interests, the Units and the Common Units.
There are currently 13,900,000 Common Units and no Units
outstanding. The Chosen Productions, LLC, our sole manager (the
“Manager”), holds all of the outstanding Common Units.
Purchasers of our Units will become Members in our Company with
respect to their ownership of Units. Upon investors’ receipt
of Units purchased in this Offering, they will become bound by our
Operating Agreement. Our Operating Agreement governs the various
rights and obligations of our Members.
Securities Offered
We are
offering a maximum of 13,000,000 of our Units in this Offering for
a purchase price of $1.00 per Unit, and up to 900,000 Units may be
issued as bonus Units to certain eligible investors. The minimum
investment amount is $100 (100 Units); however, we can waive the
minimum purchase requirement in our sole discretion.
Our company will be offering bonus Units
(effectively a discount) to certain investors. Certain investors
will receive as part of their investment, additional Units for
their Units purchased. Investors who invest within the first
month of our Offering and who, prior to date of the qualification
of the offering statement of which this Offering Circular is a
part, provided at least one indication of interest in this
Offering, will receive 10% bonus Units (or 10 bonus Units
for each 100 Units purchased) up to a maximum aggregate bonus Unit
issuance of 900,000 bonus Units. To receive bonus Units, an
investor must invest at least the amount of such investor’s
indication of interest. Bonus Units will be issued on a first-come,
first-served basis. The amount of bonus Units received by an
investor will be based upon such investor’s aggregate amount
invested, not the amount of the indicated interest, provided that
an investor must invest at least his indication in order to receive
bonus Units. For example: (i) if you indicated $1,000 of interest
in this Offering and invested $500, you would receive no bonus
Units; and (ii) if you indicated $1,000 of interest in this
Offering and invested $10,000, you would receive 1,000 bonus Units
(provided that bonus Units remained available for issuance). Once
we have issued 900,000 bonus Units, we will not issue any
additional bonus Units in this Offering. Investors will be
informed how many bonus Units they will actually receive, if any,
prior to making any decision to invest in us. To the extent that
any investor would otherwise be eligible to receive bonus Units but
for the fact that we have already issued all 900,000 bonus Units,
we will inform these investors that they will not receive the full
amount of bonus Units, or any, and they will be given the
opportunity to decide whether or not to invest in the Offering
after the receipt of such information.
This
Offering will terminate on the earliest to occur of (i) the date on
which we sell the maximum number of Units, or the Maximum Offering
Amount, or (ii) twelve (12 months) from the date of qualification
of this Offering. We refer to either of these two dates as the
Termination Date. The initial closing
will occur within one month after the Company has received and
accepted the first subscription for Units. If on the initial
closing date we have sold less than the Maximum Offering Amount, we
will hold one or more additional closings at least monthly for
additional sales up to the Maximum Offering Amount until the
Termination Date. For each closing, proceeds for subscriptions over
$2,500 must be transmitted directly by wire or electronic funds
transfer via ACH to the specified bank account maintained by the
Company per the instructions in the subscription agreement. Such
funds will be kept in a non-interest bearing account maintained by
the Company until the closing. Proceeds for subscriptions of $2,500
or less may be (i) submitted through a purchaser’s customer
account in accordance with the billing information for such
purchaser at thechosen.tv to
be kept in the specified bank account maintained by the Company per
the instructions in the subscription agreement if such payment
method is made available or (ii) transmitted directly by wire or
electronic funds transfer via ACH to the specified bank account
maintained by the Company per the instructions in the subscription
agreement. We intend to accept
payment for subscriptions of $2,500 or less through a
purchaser’s customer account in accordance with the billing
information for such purchaser at thechosen.tv.
However, the credit card method of payment is not approved by our
payment processors at this time and may not be approved for this
Offering. Payments for all subscriptions may be transmitted
directly by wire or electronic funds transfer via ACH to the
specified bank account maintained by the Company per the
instructions set forth on the Offering's website at thechosen.tv.
Upon
each closing, the proceeds collected for such closing will be
disbursed to the Company and the Units for such closing will be
issued to investors. If the Company terminates the Offering
for any reason, which the Company may in its sole discretion, all
proceeds submitted but not yet closed upon will be promptly
returned to investors without interest. Once a subscription
has been submitted and accepted by the Company, an investor will
not have the right to request the return of its subscription
payment prior to closing.
The Company is
offering its Units through our Offering’s website:
thechosen.tv.
This Offering Circular will be furnished to prospective investors
at thechosen.tv
via download at any time. We are not selling the Units through
commissioned sales agents or underwriters.
Purchasers of Units
will become Members of our Company. Our Units are membership
interests of preferred equity. The Company must make distributions,
pro rata amongst the holders of the Units, equal to 120% of the
purchase price of the Units in this Offering (the “Preferred
Threshold”) before holders of the Common Units will receive
any distributions. Subsequent to the distribution of the Preferred
Threshold, distributions, if any, will be made pro rata amongst the
holders of the Units and Common Units.
Other
than the above described preferred distribution rights, the Units
hold no preference in any other respect, whether economic, voting
or otherwise to the Common Units. Holders of Units and of Common
Units, which we refer to collectively as Membership Units, will
vote collectively on all matters on which the Members vote. Each
Membership Unit will receive one vote.
The preferred distribution rights of the Units
are not a guaranty of any distribution. Any distribution to be made
is subject to our available cash flow and the discretion of our
Manager. The
order and priority of our distributions is further described in
“SECURITIES BEING OFFERED
– Distributions.”
Management
We are
a manager-managed limited liability company. Pursuant to our
Operating Agreement, we have one initial manager, The Chosen
Productions, LLC (the “Manager”). The Manager is
responsible for the day-to-day management of our business and
affairs, subject only to the rights of our members to vote on
certain major decisions as described below. See “SECURITIES BEING OFFERED – Description of
our Operating Agreement.” Approval of a majority of
the Membership Units present and voting at a duly called and held
meeting of our Members at which a quorum is present will be
required before we may take any of the following actions with
respect to our Company:
(i)
The sale, exchange
or other disposition of all, or substantially all, of the Company's
assets occurring as part of a single transaction or plan, or in
multiple transactions over a three (3) month period, except in the
orderly liquidation and winding up of the business of the Company
upon its duly authorized dissolution;
(ii)
The merger of the
Company with another limited liability company or limited
partnership;
(iii)
The merger of the
Company with a corporation or a general partnership or other
person;
(iv)
The conversion of
the Company to another type of entity organized within or without
the State, including without limitation, a limited
partnership;
(v)
The decision to
change the tax election status of the Company; and
(vi)
Any other
transaction described in the Operating Agreement as requiring the
vote, consent, or approval of the Members.
Members
holding a majority of Membership Units as of the record date of any
meeting and entitled to vote at such meeting will constitute a
quorum for the transaction of business. Any action that may be
taken at a meeting may also be taken by written consent the members
holding the percentage of Membership Units required to take such
action assuming all eligible Units were in attendance and voting at
the meeting.
The
Manager may not be removed by the Members. The Manager will serve
indefinitely until it either resigns or is otherwise removed or
until a successor shall have been elected and qualified by the
affirmative vote or written consent of Members holding a majority
of the then outstanding Membership Units in the Company. Derral
Eves is the manager of our Manager, which has exclusive power,
authority and discretion to control the business, property and
affairs of the Company. The Manager holds all of the Common Units
and thereby has the power to vote all of the Common Units for
matters that require the vote of the Members.
Taxation
We
intend to elect to be taxed as a subchapter C corporation effective
as of the 2018 fiscal year, and, as such, we will be required to
pay federal income tax at the corporate tax rates on our taxable
income.
Summary Risk Factors
●
The Company has no
operating history upon which an Investor can base an investment
decision.
●
The Company is new
and faces all of the risks of a start-up company.
●
The Company’s
actual operating results may differ from its initial
estimates.
●
The Company’s
operating results may fluctuate significantly.
●
Investors will bear
substantially all of the risk of cash loss if Season 1 is
unsuccessful.
●
The Company’s
success depends on external factors in the feature film
industry.
●
The success of the
Company and Season 1 depends on the Company’s ability to
raise sufficient funds for production.
●
The Company’s
success depends entirely on one television series.
●
Substantial delays
between the completion of this Offering and the production of
Season 1 may cause the Company’s expenses to be increased and
it may take the Company longer to generate revenues.
●
Budget overruns may
adversely affect the Company’s business.
●
If the Company is
unable to finish production for Season 1, it will have incurred
expenses and would be unable to return the investors’ entire
investment.
●
The VidAngel
licensing agreement gives VidAngel exclusive rights to distribute
the series through on-demand and subscription on-demand services,
and, as a result, if VidAngel is unsuccessful, the Company may have
lost a significant potential source of revenue.
●
There can be no
assurance that the Company will attract any distributors in
addition to VidAngel for Season 1 or that once the Company delivers
Season 1 to any such distributor that such distributor will
adequately promote and exploit Season 1.
●
There can be no
assurance that the Company will be able to compete in the
television and film production industry and its lack of
diversification may make it vulnerable to oversupply in the
market.
●
Technological
advances may reduce demand for television series.
●
The Company’s
success depends on protecting its intellectual
property.
●
The Company will
depend heavily on its Manager.
●
Because the Company
was founded in anticipation of this Offering as a single purpose
company to produce the Series, it has numerous potential conflicts
of interest.
●
The Company faces
inherent international trade risks that may have a material adverse
effect on its business.
●
The Company’s
revenues are vulnerable to currency fluctuations.
●
The offering price
of the Units has been arbitrarily determined.
●
There is no public
market for the Units and such securities are subject to certain
restrictions on transfer.
Interest of Management and Related Parties
The
Manager will not receive any remuneration for acting as our
manager. The Manager owns 13,900,000 of our outstanding Common
Units representing all of our outstanding Membership Units as of
the date of this Offering Circular.
Reporting Requirements under Tier II of Regulation A
Following
this Tier 2, Regulation A offering, we will be required to comply
with certain ongoing disclosure requirements under Rule 257 of
Regulation A. We will be required to file: an annual report with
the SEC on Form 1-K; a semi-annual report with the SEC on Form
1-SA; current reports with the SEC on Form 1-U; and a notice under
cover of Form 1-Z. The necessity to file current reports will be
triggered by certain corporate events. Parts I & II of Form 1-Z
will be filed by us if and when we decide to and are no longer
obligated to file and provide annual reports pursuant to the
requirements of Regulation A.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This
Offering Circular contains certain forward-looking statements that
are subject to various risks and uncertainties. Forward-looking
statements are generally identifiable by use of forward-looking
terminology such as “may,” “will,”
“should,” “potential,”
“intend,” “expect,” “outlook,”
“seek,” “anticipate,”
“estimate,” “approximately,”
“believe,” “could,” “project,”
“predict,” or other similar words or expressions.
Forward-looking statements are based on certain assumptions,
discuss future expectations, describe future plans and strategies,
contain financial and operating projections or state other
forward-looking information. Our ability to predict results or the
actual effect of future events, actions, plans or strategies is
inherently uncertain. Although we believe that the expectations
reflected in our forward-looking statements are based on reasonable
assumptions, our actual results and performance could differ
materially from those set forth or anticipated in our
forward-looking statements. Factors that could have a material
adverse effect on our forward-looking statements and upon our
business, results of operations, financial condition, funds derived
from operations, cash available for distribution, cash flows,
liquidity and prospects include, but are not limited to, the
factors referenced in this Offering Circular, including those set
forth below.
When
considering forward-looking statements, you should keep in mind the
risk factors and other cautionary statements in this Offering
Circular. Readers are cautioned not to place undue reliance on any
of these forward-looking statements, which reflect our views as of
the date of this Offering Circular. The matters summarized below
and elsewhere in this Offering Circular could cause our actual
results and performance to differ materially from those set forth
or anticipated in forward-looking statements. Accordingly, we
cannot guarantee future results or performance. Furthermore, except
as required by law, we are under no duty to, and we do not intend
to, update any of our forward-looking statements after the date of
this Offering Circular, whether as a result of new information,
future events or otherwise.
RISK FACTORS
An investment in our Units is highly speculative and is suitable
only for persons or entities that are able to evaluate the risks of
the investment. An investment in our Units should be made only by
persons or entities able to bear the risk of and to withstand the
total loss of their investment. Prospective investors should
consider the following risks before making a decision to purchase
our Units. To the best of our knowledge, we have included all
material risks to investors in this section.+
History of Operations – The Company has no operating history
upon which an Investor can base an investment
decision.
The
Company is an early stage television and film development and
production company in which investors may lose their entire
investment. The Company was formed on October 24, 2017 for a single
purpose, to develop and produce an eight episode miniature
television series entitled “The Chosen.” The Company has only
engaged in start-up activities. Because it has no operating
history, the Company is unable to provide investors with
significant data upon which an evaluation can be made of the
Company’s prospects and an investment in its
securities.
The
Company cannot be certain that its business plan or Season 1 of the
Series will develop or that production will be successful. As a
start-up company, the Company will be particularly susceptible to
the risks and uncertainties described in these risk factors and
will be more likely to incur expenses associated with addressing
them.
The
Company cannot assure investors that it will be able to achieve any
of its objectives, generate sufficient revenues to achieve or
sustain profitability or compete successfully in the television and
film production industry.
New Company – The Company is new and faces all of the risks
of a start-up company.
The
Company will encounter challenges and difficulties frequently
experienced by early-stage companies, including difficulties and
delays frequently encountered in commencement of operations,
operational difficulties and potential underestimation of initial
and ongoing costs.
Actual Operating Results May Differ from Estimates – The
Company’s actual operating
results may differ from its initial estimates.
The
Company’s operating results depend on production costs,
public tastes and promotion success. The Company expects to
generate its future revenues from the distribution and exploitation
of the Series and the rights therein. The Company’s future
revenues will depend on getting the Series produced and into
distribution, upon the timing and the level of market acceptance of
the Series, as well as upon the ultimate cost to produce,
distribute and promote it. The revenues derived from the
distribution of the Series depend primarily on its acceptance by
the distributors and then by the public, which cannot be predicted
and does not necessarily bear a direct correlation to the
production costs incurred. The commercial success of the Series
will also depend upon terms and condition of its distribution,
promotion and marketing and certain other factors. Accordingly, the
Company’s revenues are, and will continue to be, extremely
difficult to forecast.
Revenues – There is no guarantee revenues will remain
consistent over time.
It is
likely that revenues generated from Season 1 and subsequent seasons
of The Chosen will not remain consistent over time. Even if the
Company is successful in creating, distributing and marketing the
Series, revenues from Season 1 will likely decrease over time as
subsequent seasons of the Series are released. Further, once
production, distribution and marketing of the entire Series is
complete, revenues from the Series are likely to decrease over
time.
Our potential
issuance of bonus Units may result in a discounted offering price
being paid by certain investors in this Offering.
Certain
investors who indicated interest in this Offering may be entitled
to bonus Units (effectively a discount) in this Offering. See the
“PLAN OF
DISTRIBUTION” section of this Offering Circular. These
bonus Units may immediately dilute the value of your Units.
Therefore, the value of Units of investors who pay the full price
in this Offering will be diluted by investments made by investors
entitled to these bonus Units.
Dilution – Investors may experience dilution in the future if
the Company issues additional units of membership
interest.
If
Season 1 is successful, the Company may, in the sole discretion of
the Manager, issue additional units of membership interest in the
Company to raise additional capital to fund subsequent seasons of
the Series. Any such issuance would dilute the percentage interest
of investors in our Company, including investors in this
Offering.
Jurisdiction – Any claims in connection with the Operating
Agreement are subject to the exclusive jurisdiction of Utah
courts.
Once
the Members have been issued Units and become bound by our
Operating Agreement, the Members submit to the exclusive
jurisdiction of state and federal courts sitting in Utah in any
action on a claim arising out of, under, or in connection with the
Operating Agreement or the transactions contemplated by the
Operating Agreement. We intend to seek to enforce this provision in
any action or claim brought against us by a Member.
Our
forum selection clause applies to claims brought by our Members and
former Members, as well as claims brought by Members or former
Members against our directors, officers, former directors and
former officers, if such claims relate to their roles as Members,
directors and/or officers of the Company. Service of process on a
Member shall be delivered to the address listed on such
Member’s subscription agreement as provided to the Company by
the transfer agent. We believe that our exclusive forum provision
is enforceable under Utah law.
Our
exclusive forum provision may have the effect of discouraging
Members from bringing lawsuits against us by forcing them into a
foreign forum or by adding costs relating to challenging our
Operating Agreement’s exclusive jurisdiction clause. Further,
this clause may limit the ability of our Members to bring a claim
against us in a judicial forum that such Member finds favorable for
disputes with us or our Manager or officers.
Fee Shifting – The prevailing party in any
litigation between the Company and the Members or among the Members
is entitled to recover from the other party all reasonable fees,
costs and expenses of enforcing any right of the prevailing party,
including reasonable attorneys’ fees and
expenses.
Pursuant to the
terms of our Operating Agreement, in the event that any dispute
between the Company and the Members or among the Members should
result in litigation, the prevailing party in such dispute is
entitled to recover from the other party all reasonable fees, costs
and expenses of enforcing any right of the prevailing party,
including reasonable attorneys’ fees and
expenses. We believe that we
are entitled to recover fees if we are the prevailing party in
litigation with our Members, and we intend to enforce this
provision in any claim or dispute between the Company and our
Members, including claims brought under the federal securities
laws. Our fee shifting provision applies to claims brought by our
Members and our former Members, as well as claim brought by Members
or former Members against our directors, officers, former directors
and former officers, if such claims relate to their roles as
Members, directors and/or officers of the Company.
Our fee
shifting provision may have a chilling effect on claims or actions
our Members may seek to bring against us because of the risk that a
claimant will be required to pay our legal fees if it does not
prevail. In addition, our fee shifting provision may result
in greater losses to our company in any litigation between us and
our Members in which we are not the prevailing party.
Fluctuations in Operations – The Company’s operating
results may fluctuate significantly.
The Company expects
that its future operating results will fluctuate significantly as a
result of, among other factors:
●
The timing of
domestic and international releases of Season 1;
●
The success of
Season 1;
●
The release of
competitors’ television series and film productions into the
market at or near the same time the Series is
released;
●
The costs to
distribute and promote Season 1;
●
The success of
attracting influential distributors and the success of such
distributors in marketing and exploiting the Series;
●
The timing of
receipt of proceeds generated by Season 1 by
distributors;
●
The timing and
magnitude of operating expenses and capital
expenditures;
●
The level of
un-reimbursed production costs in excess of budgeted maximum
amounts; and
●
General economic
conditions, including continued slowdown in advertiser
spending.
As a
result, the Company believes that its results of operations may
fluctuate significantly, and it is possible that the
Company’s operating results could be below the expectations
of investors.
Risk of Cash Loss – Investors will bear substantially all of
the risk of cash loss if Season 1 is unsuccessful.
The
production of Season 1 will be financed entirely through funds
raised from investors in this Offering. This means that if Season 1
is unsuccessful and is unable to generate revenues, investors will
bear substantially all of the economic risk.
Dependence on External Factors – The Company’s success
depends on external factors in the television and film production
industry.
Operating in the
television and film production industry involves a substantial
degree of risk. Each production is an individual artistic work, and
unpredictable audience reactions primarily determine commercial
success. The commercial success of a production also depends upon
the quality and acceptance of other competing productions released
into the marketplace at or near the same time, critical reviews,
the availability of alternative forms of entertainment and leisure
activities, general economic conditions and other tangible and
intangible factors, all of which are subject to change and cannot
be predicted with certainty. The Company’s success will
depend on the experience and judgment of its management in
producing the Series. There can be no assurance that the Series
will reach the marketplace or that it will obtain favorable ratings
or reviews once it does.
VidAngel Chapter 11 Reorganization – The distribution of
Season 1 may be adversely impacted by VidAngel’s Chapter 11
reorganization.
VidAngel, Inc. has
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Utah. If the Chapter 11 reorganization renders
VidAngel unable to perform its obligations under the license
agreement between the Company and VidAngel for the distribution of
Season 1, the Company will be released from the agreement and will
be able to contract with other distributors for the distribution of
the Series. However, there is no guarantee any subsequent license
agreement will include terms as favorable to the Company as the
license agreement with VidAngel. Additionally, the distribution of
Season 1 may be delayed until the Company has entered an agreement
with a distributor.
VidAngel Chapter 11 Reorganization – The amount of capital
raised pursuant to this Offering may be adversely affected by
VidAngel’s Chapter 11 reorganization.
If
VidAngel’s Chapter 11 reorganization renders it unable to
provide consulting and advisory services for this Offering pursuant
to the Consulting and Coordination Agreement between the Company
and VidAngel, the Company may be unable to raise as much capital
from this Offering as anticipated, which could delay or halt the
production, marketing and distribution of Season 1.
Failure to Raise Funds for Production – The success of the
Company and Season 1 depends on the Company’s ability to
raise sufficient funds to complete production of Season
1.
The
Company’s success will depend entirely upon a single
television series. If Season 1 is neither completed nor
commercially successful, the Company will have no alternate sources
of revenue. The Company anticipates that the net proceeds from this
Offering will be sufficient to fund the production and marketing of
Season 1 if the Maximum Offering Amount is sold. We have budgeted
approximately $8,024,000 for the production of Season 1 and
approximately $3,032,000 for the marketing of Season
1.
If
the Company raises less than the Maximum Offering Amount, it will
either be required to seek alternative financing, which may not be
available or may not be available on terms available to the Company
or investors, or the Company will be required to reduce its
production and marketing budgets. In such event, the Company
anticipates that it would initially reduce the marketing budget, up
to its entirety, and then would reduce the production budget for
Season 1. The Manager believes that the minimum per episode
production budget, not including marketing and post-production
expenses, is approximately $400,000 per episode, or $3,200,000 for
a full, 8-episode Season 1, but that the production values would be
significantly reduced at such a per episode budget. If we are
required to reduce our production budget per episode and/or our
marketing budget, our ability to generate revenues through the
streaming distribution of Season 1 and our ability to enter into
additional distribution arrangements beyond our agreement with
VidAngel, may be substantially and adversely affected. If we do not
raise at least $3,200,000 in net proceeds, and are unable to
procure additional financing, then the length of Season 1 would
likely be reduced. Our Manager believes that the minimum Season 1
length would be four episodes, so if we do not raise at least
$1,600,000 of net proceeds, our Manager anticipates that production
of even a reduced-length Season 1 would not be completed. In such
event, an investor would likely incur a substantial loss on
investment in us.
Failure to Raise Funds for Marketing -- If the Company fails to
raise sufficient funds for the marketing of Season 1, the
distribution of Season 1 will be delayed.
If the
Company fails to raise sufficient proceeds from the Offering to
fund the marketing of Season 1, the Company will have to raise
additional financing from outside sources to market Season 1 and no
assurance can be given as to the availability of such financing on
terms acceptable to the Company or at all. As a result, if the
Company fails to raise sufficient proceeds to fund the marketing of
Season 1, the distribution of Series 1 may be delayed until the
Company has generated sufficient operating revenues to be able to
market Series 1.
Diversification – The Company’s success depends
entirely on one television series.
The
most common way to diversify risk in the television and film
production industry is by producing groups of productions, as done
by the major production companies. This diversification reduces the
impact of a single production’s commercial success or failure
on a company’s overall financial health. Due to financial
limitations, however, most television series are produced as
individual projects and that is the case with Season 1 of the
Series. The Company plans to produce one project so there will be
no risk diversification for investors in the event that Season 1 is
not successful.
Delays – Substantial delays between the completion of this
Offering and the production of Season 1 may cause the
Company’s expenses to be increased and it may take the
Company longer to generate revenues.
The
Company cannot be certain when it will begin production of Season
1. The Manager and others, including any actor playing a leading
role, will need to complete, delay or abandon other potential
obligations before production on Season 1 begins. While the Company
intends on beginning production of Season 1 as soon as practical
after sufficient proceeds are raised, the Company has no way of
predicting exactly when it will raise sufficient capital from the
Offering to begin production of Season 1. Therefore, the Company
has no way to predict the availability of its principal cast and
creative staff. In addition, other considerations such as the
weather conditions of the location the Company chooses to utilize
when production begins mean the timing of the commencement of the
principal photography phase is difficult to predict.
Budget Overruns – Budget overruns may adversely affect the
Company’s business.
Actual
production costs may exceed their budget, sometimes significantly.
Risks, such as labor disputes, death or disability of star
performers, rapid high technology changes relating to special
effects, or other aspects of production, such as shortages of
necessary equipment, damage to film negatives, master tapes and
recordings, or adverse weather conditions, may cause cost overruns
and delay or frustrate completion of a production. If Season 1
incurs substantial budget overruns, the Company may have to seek
additional financing from outside sources to complete production of
the film. No assurance can be given as to the availability of such
financing on terms acceptable to the Company. In addition, if a
production incurs substantial budget overruns, there can be no
assurance that such costs will be recouped, which could have a
significant adverse impact on the Company’s business, results
of operations or financial results.
Completion – If the Company is unable to finish production
for Season 1, it will have incurred expenses and would be unable to
return the investors’ entire investment.
If the
Company cannot itself complete production of Season 1, the Company
would be unable to return to investors the entire amount of their
investment, if any.
VidAngel Licensing Agreement – The VidAngel licensing
agreement gives VidAngel exclusive rights to distribute the series
through on-demand and subscription on-demand services, and, as a
result, if VidAngel is unsuccessful, the Company may have lost a
significant potential source of revenue.
VidAngel, Inc.
holds a worldwide exclusive license to exploit the Series through
video-on-demand services for a period of three years (which period
will automatically renew for one-year increments) and a nationwide
exclusive perpetual license to exploit the Series through
subscription-video-on-demand services. Although VidAngel has a
financial interest in the success of the Series, there is no
guarantee that VidAngel will perform its obligations pursuant to
the licensing agreement in a manner that will result in the
successful distribution of the Series through video-on-demand
services. If VidAngel is unsuccessful, the Company may have lost a
significant potential source of revenue.
Additional Distributors – There can be no assurance that the
Company will attract any distributors in addition to VidAngel, Inc.
for Season 1.
There
can be no assurance that any distributors in addition to VidAngel,
Inc. will contract with the Company to distribute Season 1 either
based on the Series itself or on other considerations such as the
materials already being distributed by such distributor. Further,
decisions regarding the timing of release and promotional support
of television series are important in determining the success of a
particular television series. As with most
production companies which rely on others to distribute
productions, the Company will not solely control the timing and
manner in which its distributors will distribute the Series.
Although any distributor the Company uses may have a financial
interest in the success of Season 1, any decision by its
distributors not to distribute or promote Season 1 or to promote a
competitor’s productions to a greater extent than it promotes
the Company’s could have a material adverse affect on the
Company’s business, results of operations or financial
condition.
Competition – There can be no assurance that the Company will
be able to compete in the television production industry and its
lack of diversification may make it vulnerable to oversupply in the
market.
There
are numerous other production companies that develop and produce
television series. The Company’s lack of diversification may
make it vulnerable to oversupplies in the market. Most of the major
U.S. production studios are part of large diversified corporate
groups with a variety of other operations, including television
networks and cable channels, which can provide means of
distributing their products. The number of productions released by
the Company’s competitors, particularly the major U.S.
production studios, in any given period may create an oversupply of
product in the market, and may make it more difficult for the
Company to succeed.
Reliance on Personnel – The Company will depend heavily on
creative and production personnel to produce the
Series.
The
production of the Series will require many highly skilled creative
and production personnel, including cinematographers, editors,
costume designers, set designers, sound technicians, lighting
technicians and actors. Although the Company expects to find high
quality candidates to fill these positions, there can be no
assurance the Company will find the necessary personnel to complete
production or that such personnel will cooperate and participate
through completion of production. Finding or replacing key
personnel could delay production or reduce the quality of the
Series, which may impair the Company’s revenue.
Technological Advances – Technological advances may reduce
demand for television series.
The
entertainment industry in general, and the television industry in
particular, are continuing to undergo significant changes,
primarily due to technological developments. Because of this rapid
growth of technology, shifting consumer tastes and the popularity
and availability of other forms of entertainment, it is impossible
to predict the overall effect these factors will have on the
potential revenue from and profitability of an episodic television
series.
Limited Protection of Intellectual Property and Proprietary Rights
– The Company’s success depends on protecting its
intellectual property.
The
Company’s success will depend, in part, on its and the
Manager’s ability to protect their respective proprietary
rights in the Series. The Company has secured its intellectual
property rights with respect to the Series pursuant to the
Assignment Agreement it has entered into with Dallas Jenkins and
the Assignment and Assumption Agreement it has entered into with
Creatus, LLC, which are filed as exhibits to the Offering Statement
of which this Offering Circular is a part. The Company will rely
primarily on a combination of copyright laws and other methods to
protect its respective proprietary rights in the Series. However,
there can be no assurance that such measures will protect the
Company’s proprietary information, or that its competitors
will not develop screenplays for feature films otherwise similar to
the Company’s, or that the Company will be able to prevent
competitors from developing a similar television series for
production. The Company believes that its proprietary rights will
not infringe on the proprietary rights of third parties. However,
there can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect
to the Series. Such assertion may require the Company to incur
substantial legal fees and costs in order to protect its rights, or
possibly enter into arrangements on terms unfavorable to it in
order to settle such claims. To the extent that the Company or the
Manager fails to adequately protect its respective intellectual
property rights in the Series, or if the financial burden of
enforcing its rights becomes too cost-prohibitive, the Company may
be unable to continue to implement its business strategy, which
would have a material adverse affect on the Company’s
business, prospects, financial condition, and results of
operations.
Reliance on Management – The Company will depend heavily on
its Manager.
The
successful production of Season 1 and the operation of the
Company’s business is dependent on the continued efforts of
the Company’s Manager, The Chosen Productions,
LLC.
The
production of the Series will require many other highly skilled
creative and production personnel, including cinematographers,
editors, costume designers, set designers, sound technicians,
lighting technicians and actors. Although the Company expects to
find high quality candidates to fill these positions, there can be
no assurance of their cooperation and participation through
completion of the Series. Replacing key talent could delay
production or reduce the quality of the Series which would impair
the Company’s revenue. Also, many of these positions will
require the Company to hire members of unions or guilds. As a
result, the Company’s ability to terminate unsatisfactory or
non-performing workers could be adversely affected by existing
union or guild contracts and regulations. This could delay
production of the Series and significantly increase
costs.
Conflicts of Interest – Because the Company was founded in
anticipation of this Offering as a single purpose company to
produce the Series, it has numerous potential conflicts of
interest.
It is
common in the television and film production industry to produce
television series through single purpose companies. However, this
strategy creates numerous inherent conflicts of interest. For
instance, the Company’s Manager may be contracting with
distributors, cast members and others that they have had
arrangements with in the past and will likely have arrangements
with in the future that are unrelated to the business of the
Company. Further, our Manager and executive officers are involved
in other businesses, including other television and film production
businesses. Our Operating Agreement permits our Manager to have
outside business activities, including those that compete with our
business. We believe our Manager and executive officers have the
capacity to discharge their responsibilities to our Company
notwithstanding participation in other projects. See “INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN
TRANSACTIONS AND OTHER CONFLICTS OF INTEREST” for more
information.
International Trade Risks – The Company faces inherent
international trade risks that may have a material adverse effect
on its business.
The
Company intends to distribute Season 1 in foreign countries and
derive a significant percentage of its revenues from sources
outside the United States. As a result, the Company’s
business is subject to certain risks inherent in international
trade, many of which are beyond its control. Among those risks are
the following:
●
Changes in local
regulatory requirements;
●
Changes in the laws
and policies affecting trade;
●
Investment and
taxes (including laws and policies relating to the repatriation of
funds and withholding taxes);
●
Differing degrees
of protection for intellectual property;
●
Instability of
foreign economies and governments; and
These
factors can have a material adverse effect on the Company’s
business and results of operations.
Currency Fluctuations – The Company’s revenues are
vulnerable to currency fluctuations.
The
Company cannot accurately predict the impact of future exchange
rate fluctuations between the U.S. dollar and other foreign
currencies on revenues, and fluctuations could have a material
adverse effect on its business and results of
operations.
Arbitrary Pricing
-- The offering price of the Units may be arbitrarily
determined.
Since
no public market exists for the Units, the offering price for the
Units was not determined on an arm’s length basis and does
not necessarily represent the fair market value of the Units. In
determining the terms of the Offering, the Company gave
consideration to the risks associated with its business plan, its
assumptions regarding its future financial performance and other
considerations it deemed relevant. However, the offering price of
the Units may not bear any direct relationship to the foregoing
considerations or any other generally accepted criteria of value
and many of such criteria cannot be used in evaluating the offering
price because the Company has no operating or financial
history.
No Public Market
-- There is no public market for the Units and such
securities are subject to certain restrictions on
transfer.
Investors should
regard the Units as an illiquid investment. No public market for
the Units exists or is likely to develop in the near future. While
the Units are qualified under Regulation A, and therefore have the
status of “exempt securities” under the federal
securities laws, the Units have not been registered pursuant to the
laws of any state, and any resale of the Units may require the
transferor to register the transferred Units under applicable state
securities laws, or find an exemption therefrom.
DILUTION
The
Company is offering up to 13,000,000 of our Units at an offering
purchase price of $1.00 per Unit. Certain investors are also
eligible to receive up to an aggregate of 900,000 bonus Units for
which we will receive no additional consideration.
If we
sell all 13,000,000 Units and issue all 900,000 bonus Units, the
Company will receive an effective purchase price of $0.94 per
Unit.
We have issued no Units prior to this Offering.
As
of our formation we issued 100% of our membership interests,
collectively, to the members of our Manager for an aggregate cash
contribution of $200,000.00. Prior to amendment and restatement of
our operating agreement, our Manager’s members transferred
their membership interests in us to the Manager. Upon the execution
of our Operating Agreement such 100% membership interest was
denominated as 1,300,000 Common Units. The effective cash cost per
Common Unit held by our Manager was $0.159. As a result of the
reduction of the purchase price of the Units sold pursuant to this
Offering, coupled with the intent of the Manager to maintain the
same relative percentage ownership between the Manager and the
investors in this Offering, the Company issued 12,600,000
additional Common Units to the Manager.
PLAN OF DISTRIBUTION
General
We are
not selling the Units through commissioned sales agents or
underwriters. The Company is offering its Units through our
Offering’s website: thechosen.tv.
This Offering Circular will be furnished to prospective investors
at thechosen.tv
via download at any time.
Offering Amount and Distribution
We are
offering a maximum of 13,900,000 Units in this Offering for a
purchase price of $1.00 per Unit, and up to 900,000 Units may be
issued as bonus Units to certain eligible
investors.
Our company will be offering bonus Units
(effectively a discount) to certain investors. Certain investors
will receive as part of their investment, additional Units for
their Units purchased. Investors who invest within the first
month of our Offering and who, prior to date of the qualification
of the offering statement of which this Offering Circular is a
part, provided at least one indication of interest in this
Offering, will receive 10% bonus Units (or 10 bonus Units
for each 100 Units purchased) up to a maximum aggregate bonus Unit
issuance of 900,000 bonus Units. To receive bonus Units, an
investor must invest at least the amount of such investor’s
indication of interest. Bonus Units will be issued on a first-come,
first-served basis. The amount of bonus Units received by an
investor will be based upon such investor’s aggregate amount
invested, not the amount of the indicated interest, provided that
an investor must invest at least his indication in order to receive
bonus Units. For example: (i) if you indicated $1,000 of interest
in this Offering and invested $500, you would receive no bonus
Units; and (ii) if you indicated $1,000 of interest in this
Offering and invested $10,000, you would receive 1,000 bonus Units
(provided that bonus Units remained available for issuance). Once
we have issued 900,000 bonus Units, we will not issue any
additional bonus Units in this Offering. Investors will be
informed how many bonus Units they will actually receive, if any,
prior to making any decision to invest in us. To the extent that
any investor would otherwise be eligible to receive bonus Units but
for the fact that we have already issued all 900,000 bonus Units,
we will inform these investors that they will not receive the full
amount of bonus Units, or any, and they will be given the
opportunity to decide whether or not to invest in the Offering
after the receipt of such information
The
minimum purchase in this Offering is $100, for 100 Units; however,
we can waive the minimum purchase requirement at our sole
discretion. The Units will be issued in one or more closings,
occuring at least monthly after the Company has received and
accepted the first subscription for Units. For each closing,
proceeds for subscriptions over $2,500 must be transmitted directly
by wire or electronic funds transfer via ACH to the specified bank
account maintained by the Company per the instructions in the
subscription agreement. Such funds will be kept in a non-interest
bearing account maintained by the Company until the closing.
Proceeds for subscriptions of $2,500 or less may be (i) submitted
through a purchaser’s customer account in accordance with the
billing information for such purchaser at thechosen.tv
to be kept in the specified bank account maintained by the Company
per the instructions in the subscription agreement if such payment
method is made available, or (ii) transmitted directly by wire or
electronic funds transfer via ACH to the specified bank account
maintained by the Company per the instructions in the subscription
agreement. We intend to accept
payment for subscriptions of $2,500 or less through a
purchaser’s customer account in accordance with the billing
information for such purchaser at thechosen.tv.
However, the credit card method of payment is not approved by our
payment processors at this time and may not be approved for this
Offering. Payments for all subscriptions may be transmitted
directly by wire or electronic funds transfer via ACH to the
specified bank account maintained by the Company per the
instructions set forth on the Offering's website at thechosen.tv.
Upon
each closing, any proceeds collected for such closing will be
disbursed to the Company and the Units for such closing will be
issued to investors. Once a subscription
has been submitted and accepted by the Company, an investor will
not have the right to request the return of its subscription
payment prior to closing.
Procedures for Acquiring Units
All subscriptions for Units must be made through
our Offering’s website, thechosen.tv
(the “Website”). Prior to purchasing any Units, you
should review this entire Offering Circular and any appendices,
exhibits and supplements accompanying this Offering Circular.
Prospective investors who abide by the investment limitations
described below may order Units as follows:
●
Complete the Subscription Agreement form, including the
representations and warranties regarding your accredited status
and/or the percentage of your net worth being invested in this
Offering.
●
Electronically sign and submit the Subscription
Agreement.
●
If your subscription price is greater than $2,500, payment for your
Units must be made by direct delivery of funds pursuant to wire or
electronic funds transfer via ACH to the specified account
maintained by the Company, in accordance with the payment
instructions provided in your Subscription Agreement.
●
If your subscription price is $2,500 or
less, you may (i) pay for your subscription price through your
customer account in accordance with your billing information
at thechosen.tv if
such payment method is made available, or, (ii) transmit funds
directly by wire or electronic funds transfer via ACH to the
specified account maintained by the Company per the instructions in
your subscription agreement. We will bill your customer account in
accordance with your billing information at
thechosen.tv
.
Subscriptions will be effective only upon our
acceptance, and we reserve the right to reject any order, in whole
or in part. An approved custodian or trustee must process and
forward to us orders made through IRAs, Keogh plans, 401(k) plans
and other tax-deferred plans. If we do not accept your
order, the Company will promptly refund any purchase price
transferred via wire transfer without interest. Any order
application not accepted within ten (10) days after receipt shall
be deemed rejected.
Investment Limitations
Generally, no sale may be made to you in this Offering if the
aggregate purchase price you pay is more than 10% of the greater of
your annual income or net worth. Different rules apply to
accredited investors and non-natural persons. Before making any
representation that your investment does not exceed applicable
thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of
Regulation A. For general information on investing, we encourage
you to refer to www.investor.gov.
As a Tier 2, Regulation A offering, investors must
comply with the 10% limitation to investment in the Offering. The
only investor in this Offering exempt from this limitation is an
accredited investor, an “Accredited Investor,” as
defined under Rule 501 of Regulation D. If you meet one of
the following tests you should qualify as an Accredited
Investor:
(i)
You are
a natural person who has had individual income in excess of
$200,000 in each of the two most recent years, or joint income with
your spouse in excess of $300,000 in each of these years, and have
a reasonable expectation of reaching the same income level in the
current year;
(ii)
You are
a natural person and your individual net worth, or joint net worth
with your spouse, exceeds $1,000,000 at the time you purchase Units
(please see below on how to calculate your net worth);
(iii)
You are
an executive officer or general partner of the issuer or a manager
or executive officer of the general partner of the
issuer;
(iv)
You are
an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or the Code, a corporation, a
Massachusetts or similar business trust or a partnership, not
formed for the specific purpose of acquiring the Units, with total
assets in excess of $5,000,000;
(v)
You are
a bank or a savings and loan association or other institution as
defined in the Securities Act, a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, an insurance company as defined by
the Securities Act, an investment company registered under the
Investment Company Act of 1940, as amended, or the Investment
Company Act, or a business development company as defined in that
act, any Small Business Investment Company licensed by the Small
Business Investment Act of 1958 or a private business development
company as defined in the Investment Advisers Act of
1940;
(vi)
You are
an entity (including an Individual Retirement Account trust) in
which each equity owner is an accredited investor;
(vii)
You are
a trust with total assets in excess of $5,000,000, your purchase of
Units is directed by a person who either alone or with his
purchaser representative(s) (as defined in Regulation D promulgated
under the Securities Act) 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 you were not
formed for the specific purpose of investing in the Units;
or
(viii)
You are
a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such
plan has assets in excess of $5,000,000.
Under
Rule 251 of Regulation A, non-accredited, non-natural investors
are subject to the investment limitation and may only invest funds
which do not exceed 10% of the greater of the purchaser’s
revenue or net assets (as of the purchaser’s most recent
fiscal year end). A non-accredited,
natural person may only invest funds which do not exceed 10%
of the greater of the purchaser’s annual income or net worth
(please see below on how to calculate your net worth).
NOTE: For the purposes of calculating your net worth, or Net
Worth, it is defined as the difference between total assets and
total liabilities. This calculation must exclude the value of your
primary residence and may exclude any indebtedness secured by your
primary residence (up to an amount equal to the value of your
primary residence). In the case of fiduciary accounts, net worth
and/or income suitability requirements may be satisfied by the
beneficiary of the account or by the fiduciary, if the fiduciary
directly or indirectly provides funds for the purchase of the
Units.
See the “PLAN OF
DISTRIBUTION” section of
this Offering Circular for additional details on how you can order
Units.
Engagement Agreement with Cambria Capital
On
April 17, 2018, we entered into an engagement agreement with
Cambria Capital pursuant to which we engaged Cambria Capital as our
exclusive placement agent for the Offering with respect to sales in
certain jurisdictions. The engagement agreement has since been
terminated pursuant to the terms of the agreement. We do not have a
broker-dealer engaged to solicit sales of the Units in this
Offering. Pursuant to the terms of the engagement agreement, we
have agreed to reimburse Cambria Capital $13,875 for the payment of
actual, accountable and reasonable out-of-pocket expenses incurred
in connection with the Offering.
VidAngel Consulting and Coordination Agreement
The
Company has entered into a Consulting and Coordination Agreement
(the “Consulting Agreement”) with VidAngel, pursuant to
which VidAngel will provide consulting and advisory services to the
Company in connection with the Offering. The advisory services to
be provided by VidAngel pursuant to the Consulting Agreement
include: (i) providing the Company with general financial advice
and assistance concerning the Company’s business; (ii)
assisting the Company in analyzing the best strategy for the
Offering; (iii) helping the Company draft this Offering Statement
on Form 1-A and this Offering Circular with regard to the Offering;
(iv) designing and building a technological platform to facilitate
the Offering; and (v) assisting the Company with such other matters
as the Company and VidAngel may agree. By way of clarification,
however, advisory services shall not include acting as placement
agent for the Offering, soliciting investors or indications of
interest in buying securities, discussion with third parties of the
merits of the Offering or any other activity which can or could be
characterized as brokerage activities. The coordination services to
be provided by VidAngel pursuant to the Consulting Agreement
include: (i) coordinating counsel, audit and third-party vendor
services necessary for the Offering; and (ii) preparing and
coordinating public relations and marketing/advertising materials.
VidAngel will receive compensation for its advisory
services in connection with the Consulting Agreement
of (i)
$600,000 for its coordination services and reimbursement of its
out-of-pocket expenses when the Company's cash flow is sufficient
to allow payment but not later than the closing of this Offering
for at least $8,000,000 in aggregate gross proceeds and (ii) Common
Units of the Company’s membership interest equal to 2.0% of
the Company’s aggregate outstanding Membership Units as of
the final closing of this Offering as compensation.
USE OF PROCEEDS TO ISSUER
Net
proceeds to our Company from this Offering are anticipated to be
$12,245,125, following the payment of selling commissions,
broker-dealer fees and other offering costs. Set forth below is a
table showing the estimated sources and uses of the proceeds from
this Offering.
|
|
|
|
|
Gross
Proceeds
|
$13,000,000
|
100.00%
|
|
|
|
Estimated Offering
Expenses1
|
$741,000
|
5.70%
|
|
|
|
Accountable
Expense Reimbursement2
|
$ 13,875
|
0.11%
|
|
|
|
Net
Proceeds
|
$ 12,245,125
|
94.19%
|
|
|
|
Production
Expenses3
|
$8,024,168
|
65.53%
|
|
|
|
Working
Capital4
|
$ 1,188,957
|
24.76%
|
|
|
|
Distribution/Marketing
Expenses5
|
$ 3,032,000
|
15.43%
|
Total
Use of Proceeds
|
$13,000,000
|
100.00%
|
1
The
Company intends to use up to $741,000 of the gross proceeds of the
Offering for estimated offering expenses, including legal,
accounting, printing, advertising, travel, marketing, blue sky
compliance and other expenses of this Offering, and transfer agent
fees. The estimated
offering expenses also include the $600,000 payment to VidAngel
pursuant to the Consulting Agreement to be paid when the
Company’s cash flow is sufficient to allow payment but not
later than the closing of this Offering for at least $8,000,000 in
aggregate gross proceeds. In addition, VidAngel will receive Common
Units of the Company’s membership interest equal to 2.0% of
the Company’s aggregate outstanding Membership Units as of
the final closing of this Offering for its consulting services
pursuant to the Consulting Agreement.
2
We will
reimburse Cambria Capital for $13,875 of actual, accountable and
reasonable out-of-pocket expenses incurred pursuant to the
engagement agreement with Cambria Capital.
3
The
Company intends to use up to $8,024,168 of the net proceeds of this
Offering for production expenses, including cast compensation,
production staff compensation, sets, props, wardrobes,
transportation, music, sound, film, visual effects and other
expenses in connection with producing the Series.
4
The
Company intends to use up to $1,188,957 of the net proceeds of this
Offering for working capital, including general overhead costs, if
the Company raises the Maximum Offering Amount.
5
The
Company intends to use up to $3,032,000 of the net proceeds of this
Offering for distribution and marketing expenses, including
expenses associated with hiring a publicist and public relations
specialist, if the Company
raises the Maximum Offering Amount.
If the
Company fails to raise the Maximum Offering Amount in this
Offering, we initially expect to eliminate, on a dollar-for-dollar
basis as necessary, all marketing expenses from the uses of
proceeds of the Offering. If the Company has failed to raise
sufficient capital to fund production of Season 1 after all
post-production marketing expenses have been eliminated from the
uses of proceeds, the Company intends to reduce the size of the
Season 1 budget accordingly, which would initially impact the
production quality of Season 1 and, if the net proceeds from this
Offering were less than approximately $3,200,000 would also reduce
the length of Season 1.
DESCRIPTION OF OUR BUSINESS
General
The Chosen, LLC was formed as a Utah limited
liability company on October 24, 2017 solely to develop and produce
an episodic television series entitled “The Chosen” (the “Series”), which is
intended to be distributed through online video streaming services,
television and home video. The story ideas and concepts upon which
the Series is based were created by Dallas Jenkins, who received a
49% ownership interest of Common Units in the Company in exchange
for all of his rights in and to his story ideas and
concepts.
We
intend to use the proceeds from this Offering to fund the
development and production of Season 1 of the Series. The
screenplay for the pilot episode of Season 1 was written by Dallas
Jenkins, Ryan Swanson and Tyler Thompson. The Company entered into
work-for-hire agreements with each writer, pursuant to which the
Company exclusively owns all right, title and interest in and to
the pilot episode screenplay. The Company has entered into similar
work-for-hire agreements with the writers for two additional
episodes of Season 1 and will enter into similar work-for-hire
agreements with the writers for the remaining episodes of Season 1.
The Company will exclusively own the individual screenplays for
each episode of Season 1.
The Series is loosely inspired by a film entitled
“The
Shepherd.” The Company
exclusively owns all right, title and interest in and to the
copyrights and all other rights in and to The Shepherd
pursuant to the Assignment and
Assumption Agreement (the “Assignment Agreement”)
between the Company and Creatus, LLC. Pursuant to the Assignment
Agreement, Creatus, LLC assigned its respective rights in and
to The
Shepherd to the Company in
exchange for $100,000.
The Series
Synopsis
The
Series is based on the story concepts and ideas of Dallas Jenkins.
The Series is based on the gospels of the Bible and tells the story
of the life of Jesus Christ primarily through the perspectives of
those who met him throughout his life, as the stories of his many
miracles were exposed primarily through the word of those who
witnessed them. Over the course of multiple seasons, the viewer
meets Jesus, his followers, the Romans occupying Jewish territory
and the religious leaders who resisted him. Season 1 begins with
the gathering of Jesus’ followers and follows the progression
of the disciplines from their calling to their preparation for
Jesus’ ministry. The final two seasons are intended to
chronicle his death and resurrection. This Offering will solely
finance Season 1, and if Season 1 is successful, then we anticipate
seeking additional capital to produce Seasons 2 and 3.
Production
The
Company intends to develop and produce Season 1 of the Series
within the $8.1 million budget. The budget covers all expenses to
be incurred to create the master print for the Series and may be
subject to change in connection with the exigencies of the
production process. The Company has not yet decided on a production
location or locations and will continue to consider options. The
decision on any production location will be based on such factors,
among others, as production costs (including expenses associated
with the hiring of a film crew) and other financial considerations.
We have not yet begun production of the Series and we expect
production to be completed over an approximately three-month
period.
Distribution and Marketing
The
Series is intended to be distributed through online video streaming
services, television and home video. The
Company has entered into an Exclusive Video-On-Demand and
Subscription Video-On-Demand License Agreement with VidAngel, Inc.
(“VidAngel”), pursuant to which the Company has granted
VidAngel (i) a nationwide exclusive license to exploit the Series
through any and all media for a period of one year, (ii) a
worldwide exclusive license to exploit the Series through
video-on-demand services for a period of three years (which period
will automatically renew for additional one-year periods if not
terminated) and (iii) a nationwide exclusive perpetual license to
exploit the Series through video-on-demand and
subscription-video-on-demand services for a period of three years
(which period will automatically renew for additional one-year
periods if not terminated). Pursuant to the
license agreement, twenty-five percent (25%) of VidAngel’s
revenues from the exploitation of video-on-demand and
subscription-video-on-demand content will be applied to marketing
the Series. The Company will receive licensing payments in an
amount equal to 40% of the net profits attributable to the Series
based on the number of hours the Series was viewed by
VidAngel’s customers. In addition to the licensing payments,
the Company will be eligible to receive an uncapped bonus in an
amount based on a proprietary algorithm determined by
“goodness,” “loyalty” and “word of
mouth.”
If the
Company fails to raise the Maximum Offering Amount, the Company
will fund international marketing through operational revenues
generated from the distribution of Series 1 pursuant to the
licensing agreement with VidAngel. As a result, if the Company
fails to raise the Maximum Offering Amount, the international
distribution of Series 1 may be delayed until the Company has
generated sufficient operating revenues to be able to market Series
1 internationally.
Writer Work-For-Hire Agreements
The
Company has entered into work-for-hire agreements with Dallas
Jenkins, Ryan Swanson and Tyler Thompson (the
“Writers”), pursuant to which the Writers have drafted
screenplays of certain episodes for Season 1. The Writers each
entered into a work-for-hire agreement with the Company on December
8, 2017, pursuant to which each Writer was compensated $10,000 to
write a first draft of the screenplay for the pilot episode of
Season 1. In addition, pursuant to his work-for-hire agreement for
the pilot episode, Mr. Swanson will receive contingent compensation
in an amount equal to 3.0% of the net profits for the Series. The
Writers each entered into subsequent work-for-hire agreements with
the Company pursuant to which each of the Writers was compensated
$8,333 to write a first draft of the screenplay for the second
episode of Season 1. Each writer is also entitled to a production
bonus of $1,000 at the start of principal photography if the second
episode is produced as part of Season 1. The Writers have each been
paid an additional $4,166.50 pursuant to unwritten agreements with
the Company to begin writing a first draft of the screenplay for
the third episode of Season 1. The Writers verbally agreed to
suspend writing the third episode pending the commencement of this
Offering and will be paid an additional $4,166.50 upon completion
and formal delivery of the screenplay of episode 3 to the
Manager. The
work-for-hire agreements are filed as exhibits to the Offering
Statement of which this Offering Circular is a part. The Company is
the sole and exclusive owner of the screenplays for the episodes of
Season 1 drafted pursuant to the work-for-hire agreements with the
Writers. The Company will enter into similar work-for-hire
agreements with the writers of the remaining episodes of Season 1
of the Series.
Employees
The
Company has no employees. The Company’s officers are
principals of the Company’s Manager. The Company anticipates
that all personnel involved with the production of Season 1,
including writers, directors, actors, crew and other production
personnel, will be hired as independent contractors.
The
Company entered into an independent contractor letter agreement
with Ronald Daw (the “Independent Contractor
Agreement”), pursuant to which Mr. Daw will serve as the
Company’s Director of Finance. Mr. Daw will be paid an annual
fee of $100,000, payable monthly, for the provision of his services
as Director of Finance. If Mr. Daw is terminated by the Company
without “cause” (as defined in the Independent
Contractor Agreement), the Company must pay Mr. Daw a termination
fee equal to the balance of his unpaid yearly fee. The Independent
Contractor Agreement is filed as an exhibit to the Offering
Statement of which this Offering Circular is a part.
DESCRIPTION OF OUR PROPERTIES
As of the date of this Offering Circular, our
primary assets are our copyrights in the film entitled
“The
Shepherd,” which served
as the underlying source material for the Series, and our
copyrights in the screenplay for the pilot episode of Season 1 of
the Series. We do not own any real property. See “DESCRIPTION OF
BUSINESS” for more
information.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
We were
formed as a Utah limited liability company on October 24, 2017. Our
company’s objective is to develop and produce an episodic
television series entitled “The Chosen”.
As of
the date of this Offering Circular, we have not yet commenced
active operations. Offering proceeds will be applied to the
production of the Series and the payment or reimbursement of
placement fees and other offering expenses. We will experience a
relative increase in liquidity as we receive net offering proceeds
and a relative decrease in liquidity as we spend net offering
proceeds in connection with the development and production of the
Series.
Operating Results
The
following represents our performance highlights:
Revenues
As
of December 31, 2017, the Company has not yet commenced
operations.
Operating Expenses
Operating Expense
for the period from October 24, 2017 to December 31, 2017 were
$13,663.
Liquidity and Capital Resources
Short-Term Liquidity
As
of the date of this Offering Circular, we had received $200,000 in
cash investment from our founders in return for Common
Units
As
of December 31, 2017, we had $194,354 cash on hand.
Plan of Operations
Our
plan of operations, including material expenditures, over the 2018
fiscal year is currently focused on the development, production and
marketing of Season 1 of the Series. From April to August 2018, the
Company will focus on the development of Season 1. The Company will
likely incur expenses during the development phase ranging from
approximately $75,000 to $200,000 in
connection with hiring screenwriters, $20,000 for general fees and
travel expenses and $25,000 for
a research trip to Israel. The pre-production process is
anticipated to take place from July to September 2018, during which
period the Company expects to incur expenses of approximately
$500,000 in connection with preparation work, hiring production
staff, scouting locations and travel expenses. The Company
anticipates that the production process for Season 1 will commence
in September or October of 2018, depending on the timing of capital
raising in this Offering, and will last for approximately three
months, resulting in approximately $6 million in expenses
associated with hiring the crew and cast for the film and buying or
renting equipment for an expected 11-week shooting period.
Post-production is anticipated to last approximately four months
following the completion of the production process, during which
period the Company expects to incur expenses of approximately $2
million in connection with film editing, music and completion of
the film. The Company expects
the marketing of the Series to occur from December 2018 to April
2019 and expects to incur expenses of approximately $3 million for
marketing, publicity and promotion of the
Series.
We
believe the proceeds from this Offering will satisfy our cash
requirements for the production, development and marketing of
Season 1, so we anticipate that it will not be necessary to raise
additional funds. If we fail to raise
sufficient capital for the production of Season 1, we will either
(i) have to reduce the size of the Season 1 budget accordingly,
which may have an impact on the quality of Season 1 and/or the
likelihood of its commercial success upon its completion, (ii) have
to raise additional financing from outside sources to complete
production of Season 1 and no assurance can be given as to the
availability of such financing on terms acceptable to the Company
or at all, or (iii) be unable to complete post-production of Season
1. Additionally, if we fail to raise sufficient capital to fund the
marketing of Season 1, we will have to raise additional financing
from outside sources to market Season 1 and no assurance can be
given as to the availability of such financing on terms acceptable
to the Company or at all. As a result, the distribution of Season 1
may be delayed until the Company has generated sufficient operating
revenues to be able to market Season 1.
Trend Information
Because
we have not yet commenced active operations, we are unable to
identify any recent trends in production, revenue or expenses since
the latest financial year. Thus, we are unable to identify any
known trends, uncertainties, demands, commitments or events
involving our business that are reasonably likely to have a
material effect on our revenues, income from continuing operations,
profitability, liquidity or capital resources, or that would cause
the reported financial information in this Offering to not be
indicative of future operating results or financial
condition.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT
EMPLOYEES
Our
Company is managed by our Manager, which has the sole power to
manage our Company’s day-to-day affairs and may bind our
Company to contracts. See
“SECURITIES BEING OFFERED
– Description of our Operating Agreement.” The
Manager unilaterally controls our management, subject to the rights
of the members holding a Majority Interest (which is defined in our
Operating Agreement as Members whose percentage interests represent
greater than 50% of all of the Members) in the Company, to approve
certain major decisions, as more fully described below in
“SECURITIES BEING OFFERED
– Description of our Operating Agreement – Major
Decision Rights.”
The
Manager may not be removed by the Members. The Manager will serve
indefinitely until it either resigns or is otherwise removed or
until a successor shall have been elected and qualified by the
affirmative vote or written consent of Members holding a majority
of the membership interests in the Company.
The
Manager is owned by its members, Ricky Ray Butler, Matthew Faraci,
Dallas Jenkins and Earl Seals. The Manager is managed by its
manager, Derral Eves. Unless Mr. Eves resigns or is removed, Mr.
Eves shall hold office until a successor is elected and qualified
by the affirmative vote or written consent of the Manager’s
members holding a majority of the membership interests entitled to
vote. The Manager’s manager shall have all necessary powers
to manage and carry out the purposes, business, property, and
affairs of the Manager, subject to certain actions which must be
approved by a majority of the Manager’s membership
interests.
All
matters for which the vote, approval or consent of the
Manager’s members is required will require the approval of
the Manager’s members holding a majority of the membership
interests entitled to vote.
Set
forth below are our executive officers. Our Manager has delegated
our day-to-day operations to our executive officers. We have not
yet identified any significant employees.
Name
|
Position
|
Age
|
Term of Office
|
Hours/Year (for Part-Time Employees)
|
Derral
Eves
|
Chief Executive
Officer
|
43
|
February
2018
|
N/A
|
Dallas
Jenkins
|
Chief Creative
Officer
|
42
|
February
2018
|
N/A
|
Matthew
Faraci
|
Chief Operating
Officer
|
42
|
February
2018
|
N/A
|
Biographical Information
Biographical
information regarding our executive officers and executive officer
nominees is set forth below.
Derral Eves
Derral
Eves is our Chief Executive Officer. Mr. Eves graduated from
Southern Utah University with a bachelor’s degree in
Communications and Public Relations and a minor in Spanish. Since
January 2006, Mr. Eves has served as the Chief Executive Officer of
Creatus, LLC. Mr. Eves is the creator of VidSummit, the leading
professional conference for social media creators. Mr. Eves is one
of the world’s top YouTube and online video marketing
experts. The content on Mr. Eves’ distribution channels have
received over 24 billion video views on Youtube and over 9 billion
views on Facebook. Mr. Eves is also the mentor of some of the
biggest and most impactful YouTube and social media stars. He has
been featured on Good Morning America, The Today Show, NBC, ABC,
CBS, FOX, ESPN, FORBES, AdWeek, Christians Today, World Religion
News, and several other media outlets. He was recently featured in
an article published by Forbes as #4 on the list of “20 Must
Watch YouTube Channels That Will Change Your
Business.”
Dallas Jenkins
Dallas
Jenkins is our Chief Creative Officer. Mr. Jenkins graduated from
Northwestern College with a bachelor’s degree in Bible and
Communications. Mr. Jenkins currently serves as the president of
Jenkins Entertainment and is primarily responsible for the
oversight of the production of all films and videos produced by
Jenkins Entertainment. Mr. Jenkins is also a film writer who has
worked in Hollywood for nearly two decades, creating films for
Warner Brothers, Lionsgate, Hallmark Channel, PureFlix and
Universal. Mr. Jenkins has created several faith-based films, such
as Midnight Clear,
What If…,
Though None Go With Me and
The Resurrection of Gavin
Stone. Mr. Jenkins is the son of celebrated Christian author
Jerry B. Jenkins (the creator of The Left Behind Series and The Jesus Chronicles
Series).
Matthew Faraci
Matthew
Faraci is our Chief Operating Officer. Mr. Faraci is an experienced
marketing and publicity strategist who has been producing film
projects for twenty years. Mr. Faraci graduated with a Bachelor of
Arts degree from Calvin College. Since May 2016, Mr. Faraci has
served as president of Inspire Buzz. Mr. Faraci served as executive
vice president of Faith Driven Entertainment from May 2013 through
April 2016. He served a senior vice president of communications of
Generation Opportunity from November 2010 through March 2013. Mr.
Faraci is the host and executive producer of the faith-inspired
series Frankly Faraci on
Dove Channel. He is also an executive producer of the upcoming
action-fantasy adventure Heavenquest: A Pilgrim’s
Progress. Mr. Faraci has promoted some of the most
consequential faith-based film projects in recent times,
including God's Not
Dead, Miracles From
Heaven, Risen, Heaven is for Real,
and Unbroken. He began
his career on the legendary NBC talk show The McLaughlin Group and proceeded to
win numerous awards for several series and documentaries he created
for PBS.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Neither
our Manager nor our executive officers receive compensation for
acting in their capacities as Manager and executive officers of the
Company. However, the Manager and executive officers may receive
compensation from the Company if employed as independent
contractors of the Company for services performed in connection
with the creation, distribution and production of the
Series.
Remuneration of Executive Officers and Manager of Our
Company
Neither
our Manager nor our executive officers have yet received any
compensation from our Company. In 2017, Mr. Jenkins was paid
approximately $10,000 as an independent contractor of the Company
pursuant to a work-for-hire agreement for writing the pilot episode
of the Series, which was unrelated to his position as an executive
of the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITYHOLDERS
As of
the initial closing of this Offering, our Company will have two
classes of membership interests, the Units and the Common Units.
There are currently 13,900,000 Common Units and no Units
outstanding. Purchasers of our Units will become Members in our
Company with respect to their ownership of Units. Our Manager has
the right to create, authorize and issue new units of membership
interests in our Company, including new classes.
Capitalization
The
following table sets forth the beneficial ownership of our
Membership Units of each of our Manager, executive officers, and
security holders who own more that 10% of our outstanding
Membership Units:
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership(1)
|
Amount and Nature of Beneficial Ownership Acquirable
|
Percent of Membership Interest
|
Common
Units
|
Dallas
Jenkins
3693
Heathmoor Ct.
Elgin, IL
60124
|
6,811,000 Common
Units
|
N/A
|
49%
|
Common
Units
|
Derral
Eves
4 S
2600 W Ste 5
Hurricane, Utah
84737
|
2,780,000 Common
Units
|
N/A
|
20%
|
Common
Units
|
Ricky Ray
Butler
9849
Yoakum Dr.
Beverly Hills
California 90210
|
2,502,000
Common
Units
|
N/A
|
18%
|
Common
Units
|
Matthew
Faraci
356
N. Alta Vista Blvd
Los
Angeles, CA 90036
|
556,000 Common
Units
|
N/A
|
4%
|
(1)
Each
beneficial owner owns his interest through the
Manager.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS AND OTHER
CONFLICTS OF INTEREST
Obligations to Other Entities
Our
Manager and executive officers are involved in other businesses,
including other television and film production businesses.
Therefore, conflicts of interest may exist between their
obligations to such businesses and to us. Under our Operating
Agreement, our Manager is permitted to have outside business
activities, including those that compete with our business. We
believe our Manager and executive officers have the capacity to
discharge their responsibilities to our Company notwithstanding
participation in other present and future investment programs and
projects.
Transactions with the Company
The
Manager may, and may cause its Affiliates to, engage in any
transaction (including, without limitation, the purchase, sale,
lease, or exchange of any property or the rendering of any service,
or the establishment of any salary, other compensation, or other
terms of employment) with the Company so long as such transaction
is not expressly prohibited by the Operating Agreement and so long
as the terms and conditions of such transaction, on an overall
basis, are fair and reasonable to the Company and are at least as
favorable to the Company as those that are generally available from
persons capable of similarly performing them in similar
transactions between parties operating at arm's length. A
transaction between the Manager and/or its Affiliates, on the one
hand, and the Company, on the other hand, shall be conclusively
determined to constitute a transaction on terms and conditions, on
an overall basis, fair and reasonable to the Company and at least
as favorable to the Company as those generally available in a
similar transaction between parties operating at arm's length if a
Majority Interest of the Members having no interest in such
transaction (other than their interests as Members) affirmatively
vote or consent in writing to approve the transaction.
Notwithstanding the foregoing, the Manager shall not have any
obligation in connection with any such transaction between the
Company and the Manager or its Affiliate, to seek the consent of
the Members.
A
Member may lend money to and transact other business with the
Company with prior approval of the Manager and after full
disclosure of the Member’s involvement. Such Member has the
same rights and obligations with respect thereto as a person who is
not a Member. A loan to the Company by a Member will not dilute the
ownership interests of any other Member. We do not have any
outstanding loans or loan guarantees with any related party, and,
as of the date of this Offering Circular, we do not have any
intentions to enter into any such transactions.
Related Party Transaction
Creatus, LLC
assigned to the Company all of its rights, title and interest in
and to the film entitled The
Shepherd. The Company paid $100,000 in exchange for all
rights in and to The
Shepherd. The
Shepherd served as the underlying source material upon which
the Series is loosely based. Derral Eves, sole manager of our
Manager, is the sole owner of Creatus, LLC. The Assignment and
Assumption Agreement between Creatus, LLC and the Company is filed
as an exhibit to the Offering Statement of which this Offering
Circular is a part.
SECURITIES BEING OFFERED
General
Our
Company is offering a maximum of $13,000,000 of our Units. The
purchase price per Unit is $1.00 and the minimum order is 100 Units
($100); however, we can waive the minimum order in our sole
discretion.
Our company will be offering bonus Units
(effectively a discount) to certain investors. Certain investors
will receive as part of their investment, additional Units for
their Units purchased. Investors who invest within the first
month of our Offering and who, prior to date of the qualification
of the offering statement of which this Offering Circular is a
part, provided at least one indication of interest in this
Offering, will receive 10% bonus Units (or 10 bonus Units
for each 100 Units purchased) up to a maximum aggregate bonus Unit
issuance of 900,000 bonus Units. To receive bonus Units, an
investor must invest at least the amount of such investor’s
indication of interest. Bonus Units will be issued on a first-come,
first-served basis. The amount of bonus Units received by an
investor will be based upon such investor’s aggregate amount
invested, not the amount of the indicated interest, provided that
an investor must invest at least his indication in order to receive
bonus Units. For example: (i) if you indicated $1,000 of interest
in this Offering and invested $500, you would receive no bonus
Units; and (ii) if you indicated $1,000 of interest in this
Offering and invested $10,000, you would receive 1,000 bonus Units
(provided that bonus Units remained available for issuance). Once
we have issued 900,000 bonus Units, we will not issue any
additional bonus Units in this Offering. Investors will be
informed how many bonus Units they will actually receive, if any,
prior to making any decision to invest in us. To the extent that
any investor would otherwise be eligible to receive bonus Units but
for the fact that we have already issued all 900,000 bonus Units,
we will inform these investors that they will not receive the full
amount of bonus Units, or any, and they will be given the
opportunity to decide whether or not to invest in the Offering
after the receipt of such information.
The
Units are preferred equity and are entitled solely to a preference
in respect of distributions until the Company has distributed to
holders of the Units an aggregate amount equal to 120% of the
aggregate purchase price of the Units. See “– Distributions.”
Upon issuance of Units to you, you will become
bound by our Operating Agreement. See “– Description of
Our Operating Agreement”
below for a detailed summary of terms of our Operating Agreement.
Our Operating Agreement is filed as an exhibit to the Offering
Statement of which this Offering Circular is a part.
Any claim arising out of, under or in
connection with the Operating Agreement or the transactions
contemplated by the Operating Agreement is subject to the exclusive
jurisdiction of state and federal courts sitting in Utah.
The
Company intends to seek to enforce our forum selection clause in an
action or claim against the company by an investor; however,
enforceability of a forum selection clause is subject to the law
and regulations of each jurisdiction in which the applicable claim
is brought and may not be enforced in all
circumstances. Our forum selection
clause applies to claims brought by our Members and former Members,
as well as claims brought by Members or fomer Members against our
directors, officers, former directors and former officers, if such
claims relate to their roles as Members, directors and/or officers
of the Company. Service of process on a Member shall be delivered
to the address listed on such Member’s subscription agreement
as provided to the Company by the transfer agent. We believe that
our exclusive forum provision is enforceable under Utah law.
Further, pursuant
to our Operating Agreement, in the event that any dispute between
the Company and the Members or among the Members should result in
litigation, the prevailing party in such dispute is entitled to
recover from the other party all reasonable fees, costs and
expenses of enforcing any right of the prevailing party, including
reasonable attorneys’ fees and
expenses. Our fee shifting
provision applies to claims brought by our Members and former
Members, as well as claims brought by Members or former Members
against our directors, officers, former directors and former
officers, if such claims relate to their roles as Members,
directors and/or officers of the Company. We believe
that we
are entitled to recover fees if we are the prevailing party in
litigation with our Members, and the Company intends to
enforce this provision in any claim or dispute between the Company
and the Members, including claims brought under the federal
securities laws. If the Company does not prevail in such a claim or
dispute, the Company will be responsible for the costs and expenses
of litigation of any such prevailing Member or
Members.
We have two classes of membership
interests, Units and Common Units. Our Manager has the right to
create, authorize and issue new Membership Units in our Company,
including new classes.
Registrar, Paying Agent and Transfer Agent for our
Units
Duties
Direct
Transfer, LLC will serve as the
registrar, paying agent and transfer agent for our Units. We will
pay all fees charged by the transfer agent for transfers of our
Units except for special charges for services requested by the
holder of a Unit.
There
will be no charge to our members for disbursements of our cash
distributions. We will indemnify the transfer agent, its agents and
each of their respective stockholders, directors, officers and
employees against all claims and losses that may arise out of acts
performed or omitted for its activities in that capacity, except
for any liability due to any gross negligence or intentional
misconduct of the indemnified person or entity.
Resignation or Removal
The
transfer agent may resign, by notice to us, or be removed by us.
The resignation or removal of the transfer agent will become
effective upon our appointment of a successor transfer agent and
registrar and its acceptance of the appointment. If no successor
has been appointed and has accepted the appointment within
30 days after notice of the resignation or removal, our
Manager, or a designee of our Manager, may act as the transfer
agent and registrar until a successor is appointed.
Transfer of Units and Restrictions on Transfers
Our
units, including the Units sold pursuant to this Offering, are
freely transferable, subject to any restrictions imposed by
applicable securities laws and regulations.
By
the transfer of Units in accordance with our Operating Agreement,
each transferee of Units shall be admitted as a member with respect
to the Units transferred when such transfer and admission are
reflected in our books and records. Each transferee:
●
automatically
agrees to be bound by the terms and conditions of, and is deemed to
have executed, our Operating Agreement;
●
represents
and warrants that the transferee has the right, power, authority
and capacity to enter into our Operating Agreement;
and
●
gives
the consents, waivers and approvals contained in our Operating
Agreement.
Distributions
No
distributions to investors of our Units are assured, nor are any
returns on, or of, an Investor’s investment guaranteed.
Distributions are subject to our ability to generate positive cash
flow from operations. All distributions are further subject to the
discretion of our Manager. It is possible that we may have cash
available for distribution, but our Manager could determine that
the reservation, and not distribution, of such cash by our Company
would be in our best interest.
Distributable Cash
We
define “distributable cash” as the amount of cash which
the Manager deems available for distribution to the Members, taking
into account all Company debts, liabilities, and obligations of the
Company then due and amounts which the Manager deems necessary to
place into reserves for customary and usual claims with respect to
the Company's business. Our Manager, in its sole discretion, may
determine from time to time that we have received sufficient cash
flow to make a distribution. If such a distribution is made, then
the cash distributed shall be distributed in the following order
and manner:
(A)
First, to the
holders of the Units, pro rata in accordance with the number of
Units held, until the Company has made distributions that equal
120% of the aggregate purchase price of the Units; and
(B)
Thereafter, to all
Members pro rata in accordance with their respective holdings of
Membership Units.
Liquidating Distributions
Upon
the dissolution of our Company, our Manager will convert all of our
property to cash and then make the following
distributions:
(A)
All known debts and
liabilities of the Company, excluding debts and liabilities to
Members who are creditors of the Company;
(B)
All known debts and
liabilities of the Company owed to Members who are creditors of the
Company;
(C)
The remaining
assets shall be distributed to the Members in accordance with the
distribution waterfall described above.
Basis for Distributions
Our
Company’s ability, and our Manager’s decisions, to make
distributions to our members will be based upon the consolidated
operating results of our Company and our subsidiaries. Although our
Manager has discretion over whether to make distributions to our
members, our Manager does not intend, and has no reason to withhold
distributions from our members, except as may be necessary to fund
reserves for our Company, or our subsidiaries, as deemed
appropriate by our Manager or required by any financing
arrangements we may enter into.
Description of Our Operating Agreement
The following summary describes material provisions of our
Operating Agreement, but it is not a complete description of our
Operating Agreement. A copy of our Operating Agreement is filed as
an exhibit to the Offering Statement of which this Offering
Circular is a part.
Generally
Our
Operating Agreement refers to our Company’s Amended and
Restated Limited Liability Company Agreement dated as of March 6,
2018.
Management
Subject
to our Members’ rights to consent to certain transactions as
described below, the business and affairs of our Company are
managed by, and all powers are exercised by, our Manager. If the
Manager resigns, a new manager will be elected by the affirmative
vote or written consent of Members holding a majority of the
membership interests of the Company entitled to vote.
The
Company shall have one manager, The Chosen Productions, LLC (the
“Manager”). The Manager may not be removed by the
Members. The Manager will serve indefinitely until it either
resigns or is otherwise removed or until a successor shall have
been elected and qualified by the affirmative vote or written
consent of Members holding a majority of the membership interests
in the Company.
Our
Manager is indemnified by us and held harmless from liability to us
or any member for any action or inaction as long as (i) the Manager
performed its managerial duties in good faith and in a manner it
reasonably believed to be in the best interests of the Company and
with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar
circumstances, and (ii) such course of conduct did not constitute
fraud, deceit, gross negligence, reckless or intentional
misconduct, or a knowing violation of law by the
Manager.
Our
Manager is required by our Operating Agreement to use its
reasonable efforts to carry out the objectives of our Company, and
to devote, and cause its affiliates to devote, such amounts of
their time, skill and attention during normal business hours that
the Manager may deem necessary. Our Operating Agreement does not
prevent our Manager from engaging in other business activities in
which our Company will have no right to participate. The Members
have waived any and all rights and claims which they may otherwise
have against the Manager and its affiliates as a result of any such
activities.
Fiduciary Duties and Indemnification
Our
Manager and our executive officers will owe fiduciary duties to our
Company and our members in the manner prescribed in the Utah
Uniform Limited Liability Company Act and applicable case law. Our
Manager is required to act in good faith and in a manner that it
determines to be in our best interests. However, nothing in our
Operating Agreement precludes our Manager or executive officers or
any affiliate of our Manager or any of its respective officers,
directors, employees, members or trustees from acting, as a
director, officer or employee of any corporation, a trustee of any
trust, an executor or administrator of any estate, a member of any
company or an administrative official of any other business entity,
or from receiving any compensation or participating in any profits
in connection with any of the foregoing, and neither our Company
nor any member shall have any right to participate in any manner in
any profits or income earned or derived by our Manager or any
affiliate thereof or any of their respective officers, directors,
employees, members or trustees, from or in connection with the
conduct of any such other business venture or activity. Our
Manager, our executive officers, any affiliate of any of them, or
any shareholder, officer, director, employee, partner, member or
any person or entity owning an interest therein, may engage in or
possess an interest in any other business or venture of any nature
or description; and no member or other person or entity shall have
any interest in such other business or venture by reason of its
interest in our Company.
Our
Manager has no liability to our Company or to any Member for any
claims, costs, expenses, damages, or losses suffered by our Company
which arise out of any action or inaction of the Manager if the
Manager meets the following standards: (i) the Manager performed it
managerial duties in good faith and in a manner it reasonably
believed to be in the best interests of the Company and with such
care, including reasonable inquiry, as an ordinarily prudent person
in a like position would use under similar circumstances, and (ii)
such course of conduct did not constitute fraud, deceit, gross
negligence, reckless or intentional misconduct, or a knowing
violation of law by the Manager. These exculpation provisions in
our Operating Agreement are intended to protect our Manager from
liability when exercising their business judgment regarding
transactions we may enter into.
Insofar
as the foregoing provisions permit indemnification or exculpation
of our Manager, executive officers or other persons controlling us
from liability arising under the Securities Act, we have been
informed that in the opinion of the SEC this indemnification and
exculpation is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Members’ Voting Rights
Meetings of Members
may be held at such date, time and place as the Manager may fix
from time to time or upon written demand of Members holding more
than ten percent (10%) of our outstanding units eligible to vote.
No business shall be transacted, and no action shall be taken, at
any meeting other than that stated in the notice to the members of
our Company announcing such meeting, unless such action was
approved by a majority (greater than 50%) of our outstanding units
of either class eligible to vote. The presence of members holding
at least a majority of our outstanding units of either class
eligible to vote as of the record date for any meeting shall
constitute a quorum for such meeting.
Major Decision Rights
Although our
Manager has the sole authority to manage our business and to bind
our Company, the Members of our Company have the right to consent
to certain actions which we term “major decisions.”
Member consent is required before the Manager may take any of the
following actions:
(i)
The sale, exchange
or other disposition of all, or substantially all, of the Company's
assets occurring as part of a single transaction or plan, or in
multiple transactions over a three (3) month period, except in the
orderly liquidation and winding up of the business of the Company
upon its duly authorized dissolution;
(ii)
The merger of the
Company with another limited liability company or limited
partnership;
(iii)
The merger of the
Company with a corporation or a general partnership or other
person;
(iv)
The conversion of
the Company to another type of entity organized within or without
the State, including without limitation, a limited
partnership;
(v)
The decision to tax
election status of the Company; and
(vi)
Any other
transaction described in the Operating Agreement as requiring the
vote, consent, or approval of the Members.
The
transactions described above in “– Major Decision Rights”
require the approval of a Majority Interest of the Members present
and voting at a meeting or a Majority Interest of the Members as a
whole acting by written consent. In the event the Manager resigns,
a new manager may be elected by the affirmative vote of a Majority
Interest of the Members in a meeting duly called and held with
respect to the election of a new manager, or by written consent
regarding the same.
Contributions
Our
members’ amounts invested in us, number of Units of
membership interest held, and percentage interest in our Company
are reflected in the books and records of our Company. If you
purchase Units in this Offering, you will make a cash investment of
$1.00 per Unit purchased and you will become a Member of our
Company.
Additional Members
Additional members
may be admitted to the Company by the Manager. Additional members
shall obtain Units, net profits, net losses and distributions of
the Company on such terms as determined by the
Manager.
Amendments to the Operating
Agreement
Our
Operating Agreement may be amended in a writing signed by the
Manager upon the approval of Members holding a majority of our
membership interests.
ERISA CONSIDERATIONS
An
investment in us by an employee benefit plan is subject to
additional considerations because the investments of these plans
are subject to the fiduciary responsibility and prohibited
transaction provisions of ERISA and restrictions imposed by
Section 4975 of the Code. For these purposes the term
“employee benefit plan” includes, but is not limited
to, qualified pension, profit-sharing and stock bonus plans, Keogh
plans, simplified employee pension plans and tax deferred annuities
or IRAs established or maintained by an employer or employee
organization. Among other things, consideration should be given
to:
●
whether the
investment is prudent under Section 404(a)(1)(B) of
ERISA;
●
whether in
making the investment, that plan will satisfy the diversification
requirements of Section 404(a)(1)(C) of ERISA; and
●
whether the
investment will result in recognition of unrelated business taxable
income by the plan and, if so, the potential after-tax investment
returns.
The
person with investment discretion with respect to the assets of an
employee benefit plan, often called a fiduciary, should determine
whether an investment in us is authorized by the appropriate
governing instrument and is a proper investment for the
plan.
Section 406
of ERISA and Section 4975 of the Code prohibit employee
benefit plans from engaging in specified transactions involving
“plan assets” with parties that are “parties in
interest” under ERISA or “disqualified persons”
under the Code with respect to the plan.
In
addition to considering whether the purchase of Units is a
prohibited transaction, a fiduciary of an employee benefit plan
should consider whether the plan will, by investing in us, be
deemed to own an undivided interest in our assets, with the result
that our operations would be subject to the regulatory restrictions
of ERISA, including its prohibited transaction rules, as well as
the prohibited transaction rules of the Code.
The
Department of Labor regulations provide guidance with respect to
whether the assets of an entity in which employee benefit plans
acquire equity interests would be deemed “plan assets”
under some circumstances. Under these regulations, an
entity’s assets would not be considered to be “plan
assets” if, among other things:
(1)
the
equity interests acquired by employee benefit plans are publicly
offered securities - i.e., the equity interests are widely held by
100 or more investors independent of the issuer and each other,
freely transferable and registered under some provisions of the
federal securities laws;
(2)
the
entity is an “operating company”—i.e., it is
primarily engaged in the production or sale of a product or service
other than the investment of capital either directly or through a
majority-owned subsidiary or subsidiaries; or
(3)
there
is no significant investment by benefit plan investors, which is
defined to mean that less than 25% of the value of each class of
equity interest is held by the employee benefit plans referred to
above.
We
do not intend to limit investment by benefit plan investors in us
because we anticipate that we will qualify as an “operating
company”. If the Department of Labor were to take the
position that we are not an operating company and we had
significant investment by benefit plans, then we may become subject
to the regulatory restrictions of ERISA which would likely have a
material adverse effect on our business.
Plan
fiduciaries contemplating a purchase of Units should consult with
their own counsel regarding the consequences under ERISA and the
Code in light of the serious penalties imposed on persons who
engage in prohibited transactions or other violations.
ACCEPTANCE
OF ORDERS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY
OUR MANAGER OR ANY OTHER PARTY RELATED TO US THAT THIS INVESTMENT
MEETS THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS
BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR
ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD
CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE
PROPRIETY OF AN INVESTMENT IN US IN LIGHT OF THE CIRCUMSTANCES OF
THE PARTICULAR PLAN.
REPORTS
We will
furnish the following reports, statements, and tax information to
each Member:
Reporting Requirements under
Tier II of Regulation A. Following this Tier 2, Regulation A offering, we
will however be required to comply with certain ongoing disclosure
requirements under Rule 257 of Regulation A. We will be required to
file: an annual report with the SEC on Form 1-K; a semi-annual
report with the SEC on Form 1-SA; current reports with the SEC on
Form 1-U; and a notice under cover of Form 1-Z. The necessity to
file current reports will be triggered by certain corporate events,
similar to the ongoing reporting obligation faced by issuers under
the Exchange Act, however the requirement to file a Form 1-U is
expected to be triggered by significantly fewer corporate events
than that of the Form 8-K. Parts I & II of Form 1-Z will be
filed by us if and when we decide to and are no longer obligated to
file and provide annual reports pursuant to the requirements of
Regulation A.
Annual Reports. The Manager will send an
annual report to each of the Members not later than one hundred
twenty (120) days after the close of the Company’s fiscal
year, ending on December 31 of each year. The report shall contain
a balance sheet as of the end of the fiscal year and an income
statement and statement of changes in financial position for the
fiscal year. Such financial statements shall be accompanied by the
report thereon, if any, of the independent accountants engaged by
the Company or, if there is no report, the certificate of a Manager
that the financial statements were prepared without audit from the
books and records of the Company.
Tax Information. The Manager will
furnish to the Members tax information reasonably required by them
for federal and state income tax reporting purposes with respect to
a taxable year on or before January 31st of the year immediately
following such taxable year.
Membership Certificates. We do not
anticipate issuing membership certificates representing Units
purchased in this Offering to the Members. Instead, Units will be
issued in book-entry form and our Unit ledger will be maintained by
our transfer agent.
INDEPENDENT AUDITORS
The
balance sheet of The Chosen, LLC as of December 31, 2017, and the
statements of operations and members' equity and cash flows for the
period from inception (October 24, 2017) to December 31, 2017, have
been included in this Offering Circular and have been audited by
Tanner LLC, independent auditors, as stated in their report
appearing herein.
Index to Financial Statements
The Chosen, LLC
The Chosen, LLC Financial Statements as of December 31, 2017 and
for the Period From Inception (October 24, 2017) to December 31,
2017
|
F-1
|
Report
of Independent Accountants
|
F-2
|
Balance
Sheet as of December 31, 2017
|
F-3
|
Statement
of Operations and Members’ Equity For the Period From
Inception (October 24, 2017) to December 31, 2017
|
F-4
|
Statement
of Cash Flows For the Period From Inception (October 24, 2017) to
December 31, 2017
|
F-5
|
Notes
to Financial Statements
|
F-6
|
The Chosen, LLC
Financial Statements
As of December 31, 2017 and For the Period From
Inception (October 24, 2017) to December 31, 2017
Together with Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT
To Management and Members of The Chosen, LLC
We have
audited the accompanying financial statements of The Chosen, LLC (a
Utah Limited Liability Company), which comprise the balance sheet
as of December 31, 2017, the related statements of operations and
members’ equity, and cash flows for the period from inception
(October 24, 2017) to December 31, 2017, and the related notes to
financial statements.
Management’s Responsibility for the Financial
Statements
Management
is responsible for the preparation and fair presentation of these
financial statements in accordance with accounting principles
generally accepted in the United States of America; this includes
the design, implementation, and maintenance of internal control
relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to
error or fraud.
Auditors’ Responsibility
Our
responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An
audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors’ judgment,
including the assessment of the risks of material misstatement of
the financial statements, whether due to error or fraud. In making
those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of
the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s
internal control. Accordingly, we express no such opinion. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of significant accounting estimates
made by management, as well as evaluating the overall presentation
of the financial statements.
We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our
opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Chosen, LLC
as of December 31, 2017, and the results of its operations and its
cash flows for the period from inception (October 24, 2017) through
December 31, 2017, in accordance with accounting principles
generally accepted in the United States of America.
/s/
Tanner LLC
Salt
Lake City, Utah
February
21, 2018
Balance Sheet
As of December 31, 2017
Assets
|
|
|
|
Current
assets:
|
|
Cash
|
$194,354
|
Prepaid
expenses
|
646
|
|
|
Total current
assets
|
195,000
|
|
|
Film
costs
|
30,000
|
|
|
Total
assets
|
$225,000
|
|
|
Liabilities
and Members' Equity
|
|
|
|
Current
liabilities:
|
|
Accounts
payable
|
$38,663
|
|
|
Total
liabilities
|
38,663
|
|
|
Members'
equity
|
186,337
|
|
|
Total liabilities
and members' equity
|
$225,000
|
See
accompanying notes to financial statements.
F-3
Statement of Operations and Members’ Equity
For the Period From Inception (October 24, 2017) to December 31,
2017
Revenue
|
$-
|
|
|
Operating
expenses:
|
|
General and
administrative
|
13,663
|
|
|
Total operating
expenses
|
13,663
|
|
|
Operating
loss
|
(13,663)
|
|
|
Net
loss
|
(13,663)
|
|
|
Members'
Equity:
|
|
At
Inception
|
-
|
Member
contributions
|
200,000
|
|
|
Ending members'
equity
|
$186,337
|
See
accompanying notes to financial statements.
F-4
Statement of Cash Flows
For the Period From Inception (October 24, 2017) to December 31,
2017
Cash
flows from operating activities:
|
|
Net
loss
|
$(13,663)
|
Adjustments to
reconcile net loss to net cash used in
|
|
operating
activities:
|
|
Decrease (increase)
in:
|
|
Prepaid
expenses
|
(646)
|
Film
costs
|
(30,000)
|
Increase (decrease)
in:
|
|
Accounts
payable
|
38,663
|
|
|
Net cash used in
operating activities
|
(5,646)
|
|
|
Cash
flows from investing activities:
|
-
|
|
|
Cash
flows from financing activities:
|
|
Member
contributions
|
200,000
|
|
|
Net change in cash
and cash equivalents
|
194,354
|
|
|
Cash and cash
equivalents at inception
|
-
|
|
|
Cash and cash
equivalents at end of year
|
$194,354
|
See
accompanying notes to financial statements.
F-5
The Chosen, LLC
Notes to Financial Statements
December 31, 2017
1. Description of
Organization
and
Summary
of
Significant
Accounting
Policies
|
|
Organization
The
Chosen, LLC (the Company) was organized on October 24, 2017 as a
perpetual Utah Limited Liability Company. The Company is a business
whose planned principal operations are the production and
distribution of a television series. The television series is
currently in the development stages. The Company is in the process
of raising additional equity capital to support the completion of
its television series.
Liquidity
The
Company’s activities are subject to significant risks and
uncertainties, including failing to secure additional funding to
produce its television series. There can be no assurance that the
Company will be successful in its efforts to raise sufficient
equity capital to complete its television series.
In August 2014, the Financial
Accounting Standards Board issued Accounting Standards Update (ASU)
No. 2014-15, Presentation of Financial
Statements - Going Concern (Subtopic 205-40): Disclosure of
Uncertainties about an Entity’s Ability to Continue as a
Going Concern (ASU 2014-15).
ASU 2014-15 requires management to evaluate, at each interim and
annual reporting period, whether there are conditions or events
that raise substantial doubt about the entity’s ability to
continue as a going concern within one year after the date the
financial statements are issued, and provide related disclosures.
ASU 2014-15 is effective for reporting periods ending after
December 15, 2016. Management performed the required evaluation and
believes the Company has the ability to continue as a going concern
for at least one year from the date the financial statements were
available to be issued.
Use of Estimates
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.
Concentrations of Credit Risk
The
Company maintains its cash in bank deposit accounts which, at
times, could exceed federally insured limits. As of December 31,
2017, the Company did not have any cash that exceeded federally
insured limits. To date, the Company has not experienced a loss or
lack of access to its invested cash; however, no assurance can be
provided that access to the Company’s invested cash will not
be impacted by adverse conditions in the financial
markets.
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The Chosen, LLC
Notes to Financial Statements
December 31, 2017
1. Description of
Organization
and
Summary
of
Significant
Accounting
Policies
Continued
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Film Costs
Costs
incurred in the direct production of video content are capitalized
and stated at the lower of the unamortized cost or net realizable
value. The Company periodically evaluates the net realizable value
of content by considering expected future revenue generation. As of
December 31, 2017, $30,000 in film preproduction costs were
capitalized.
The
Company amortizes film costs in proportion to the recognition of
the related revenue from each episode. Amortization expense for
film costs was $0 for 2017.
The
Company periodically evaluates impairment of unamortized film cost
on an episode-by-episode basis. Any unamortized film costs in
excess of fair value are written off.
Advertising
Advertising
costs are expensed as incurred. Advertising expenses totaled
approximately $900 for the period ended December 31,
2017.
Income Taxes
The
Company is a Utah limited liability company. Under this structure,
the Company is not subject to income tax at the Federal level and
state level, as its members are liable for the income taxes on the
Company’s income or loss.
Subsequent Events
Management
has evaluated events and transactions for potential recognition or
disclosure through February 21, 2018, which is the day the
financial statements were available to be issued.
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2. Related Party
Transactions
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During
2017, the Company entered into an agreement with a member of the
Company to provide scriptwriting services for $10,000. This amount
is recorded in accounts payable and film costs in the accompanying
balance sheet.
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3.
Subsequent Events
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Subsequent to December 31, 2017, the Company obtained all rights,
title and interest in and to the audio-visual work entitled
“The Shepherd” together with all rights to the
“previous Jesus-era audio-visual vignettes” from
Creatus, LLC.
On
February 9, 2018, the Company entered into an exclusive
video-on-demand and subscription video-on-demand license agreement
with VidAngel, Inc. (VidAngel), for distribution of the
Company’s planned television series.
On
February 15, 2018, the Company entered into a consulting and
coordination agreement with VidAngel. The Company will pay VidAngel
the fee for the consulting services no later than the closing of
the Company’s potential Regulation A offering for at least
the minimum amount.
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