Raising Capital Through a Regulation D Private Placement | By John S. Lore, Esq.

This eBook provides a guide through the process of raising capital by a private securities offering through the use of a private placement memorandum (“PPM”). The eBook explores the various components that are involved in structuring and preparing a private securities offering, including: how to determine the offering structure, choosing the proper registration exemptions and marketing the offering to qualified investors.

Structuring and Preparing a Private Placement | a White Paper

To effectively raise capital through a Regulation D private placement, a company must safely navigate the complex regulatory structures that govern the offering. Unintentionally deviating from regulatory disclosure requirements can result in serious consequences for the issuer and its directors, officers, and managers. Experienced legal counsel plays a vital role in guiding companies through their various responsibilities and can help managers avoid devastating mistakes as they raise capital.

This white paper describes a private placement for an operating company in a debt or equity capital raise by a single company. For information on structuring an offering for a multi-asset pooled investment fund, such as a private equity fund, real estate fund, or hedge fund, please see our white paper entitled: Investment Fund Legal Documents.

Operating Company Sample PPM Document Excerpt | An Example Document

The Following is a concise model excerpt of a private placement memorandum (PPM) for an operating company (a single-entity issuer, rather than an investment fund). The PPM is based on a fictitious early stage New York medical device company raising series A financing for FDA approval and initial manufacturing.

Although the document is focused on a narrow industry, the excerpt illustrates the level of specificity that an operating company PPM should have, particularly in its risk factors. Many issuers make the mistake of relying on template-driven, boilerplate language that fails to identify risks and contingencies specific to the company’s business and regulatory climate.

Real Estate Fund Sample PPM Document Excerpt | An Example Document

The Following is a concise model excerpt of a private equity fund private placement memorandum (PPM). The PPM is based on a fictitious closed-end real estate fund investing in multi-family residential real estate in California.

The excerpt highlights many of the fund investment terms that should be considered when forming in a private equity real estate fund.  The excerpt is intended to provide an idea of the type of information and level of detail that should be expected in a fund and provide a starting point for discussions with an investment fund attorney.