Raising capital properly requires specific documentation designed for soliciting and accommodating funding from investors. Every Private Placement Memorandum ("PPM") prepared by our firm is custom drafted to meet the SEC's highest specification for Regulation D disclosure. This standard is called "Form 1A" and it ensures that our clients have a PPM developed to a recognized SEC standard for disclosure level and format.
Our PPM documents are developed to suit the type of transaction that you are structuring. We develop documentation primarily for the 504 and 506 programs, for stock based "C" or "S" corporations, Limited Liability Corporations (LLC's), Limited Partnerships, and for equity or debt offerings. The PPM is custom drafted to reflect the subject company's business, industry of operation, and investment risks.
Our Private Placement Memorandum documents include the primary documentation needed to raise capital:
- A Private Placement Memorandum which discloses all needed offering and company data to the investor
- A Subscription Agreement which sets forth the terms and conditions of the investment and acts as the "sales contract" for the sale of the securities
- An Investor Suitability Questionnaire which provides detailed information to the company about the investor
- For debt offerings, a Promissory Note Agreement which is the loan agreement between the company and the investor.
The client is responsible for providing the corporate information (business operations data, manager bios, financials, etc.) needed to develop certain areas of the PPM.
We also take clients through the Regulation D filing process with the SEC. The Form D notification filing and U2 filing are both part of our service. In addition - we also guide clients through the creation of an EDGAR account with the SEC. EDGAR is the SEC filing website through which the filing is delivered to the SEC.
Sample Document Downloads
We realize that it may be helpful for potential customers to view a sample page from a Private Placement Memorandum. The sample page provided will give you the capability to see an example of basic transaction structure in equity and debt offerings. To view a sample first page of a Private Placement Memorandum - click on the links below:
Click Here For An Equity PPM Sample Page
Click Here For A Debt PPM Sample Page
Offering Documentation Info
Following is more detailed information regarding the Private Placement Memorandum documents and other related offering documentation available through our service:
Regulation D 504 Equity Private Placement Memorandum: includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 504 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, dilution calculations, current stock allocations, SEC stock transfer restrictions & disclosures, investor subscription agreement, and investor suitability questionnaire.
Regulation D 504 Debt Private Placement Memorandum: includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 504 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, debt offering note structure, promissory note subscription agreement, investor suitability questionnaire, and promissory note.
Regulation D 506 Equity Private Placement Memorandum: includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 506 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, dilution calculations, current stock allocations, SEC stock transfer restrictions & disclosures, investor subscription agreement, and investor suitability questionnaire.
Regulation D 506 Debt Private Placement Memorandum: includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 506 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, debt offering note structure, promissory note subscription agreement, investor suitability questionnaire, and promissory note.
Small Corporate Offering Registration (SCOR) / U-7 Disclosure Format: includes the SEC U-7 disclosure document that is the standard disclosure format for the SCOR program, subscription agreement, investor suitability questionnaire.
All offering disclosure documents are available for either stock "C" Corporations or Limited Liability Corporations (LLC's).
SEC Form D Federal Compliance Filing: the 8 page SEC Federal compliance filing, completion instructions, filing address, and related filing timeframe.
