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Private Placement Memorandum

Our Private Placement authors have handled some of the most complex and high-profile securities offerings in the past 10 years including the Hyatt Hotel IPO in 2009. We are intimately familiar with the inherent complexities and variations of bespoke PPM’s. The most common documents that we deal with are Reg D (504) (505) and (506) XXX and XXXXXX.

Overview: Private Placement Memorandums/Regulation D & S Filings

A Private Placement Memorandum “PPM” is a confidential securities sales document that is used for selling a security to sophisticated investors (those with assets above $1M U.S). Standard PPM’s contain descriptive information about the overall investment, the parties involved, the expected economic drivers of the investment return and the primary risks associated.

Typical components of a PPM include, but are not limited to the following:

  • The company ownership information and legal structure of the company
  • SEC required disclosures about the securities being purchased and risks associated
  • General, descriptive related to the company’s business and operations
  • Primary systemic and non-systemic risks involved with the investment
  • Senior Management experience / bios
  • Historical and Projected Company Financials
  • Use of investment funds raised

The PPM also includes the subscription agreement which is the actual “sales contract” for purchasing the security that is described in the PPM. The subscription agreement is the document that the investor will actually sign and send in with his/her investment funds.