The Private Placement Memorandum is a document that takes an in-depth analysis of a business as well as all of its operations. The information it contains helps investors make an informed decision regarding whether or not investing in the company is a risk worth taking.
What is a Private Placement?
A private placement is a common way of raising capital for the company through the issuing of share or bonds to s few selected institutions and investors instead of on the open market. It can be done by public companies that are already traded publicly and are looking to offer a secondary stock offering and private firms looking to get a few specific investors. This method of raising capital is often an alternative to initial public offering for companies looking for additional capital needed for expansion.
Shareholders of publicly-traded companies usually suffer a slight short-term loss due to private placement. Nevertheless, in the long-term, the company gets to make gains if the additional funds were invested wisely thanks to increased revenue, which translates to higher profit margins.
The investors invited to partake in private placements programs are banks, wealthy individuals, as well as other financial institutions.
What to Include in Private Placement Memorandum?
All Private Placement Memorandum (PPM) include several vital components that outline;
- The nature of the company’s operations
- The terms of the investment, that is, the amount of money the company is expecting to raise and how this will be beneficial to the investor
- The possible risks of the investment
- The company structure and management team
PPM documents do not follow any set of rules regarding how it needs to be formatted. However, they usually look identical due to the information that needs to be included.
The most common items to be included in the PPM include;
Executive Summary or Introduction
This is a brief statement about the business as well as the main activities that it normally undertakes. It also includes a short outline describing the company’s objective by issuing a private placement.
Disclaimers and other Legalese
This is technical information that the law requires to be included but often overlooked by most individuals. Typically, it includes details for persons in certain states, and this is referred to as jurisdictional legends.
By issuing a private placement, the company’s goal is to raise capital from a specific type of investor. Therefore, this means they might be open to offers from investors living in the United States or accredited investors only. Furthermore, the company also expects the net worth of these investors to have reached a particular level.
This explains and offers you with guidelines on how to capitalize on the private placement offering. Typically, it is placed right at the end of the document.
Summary of Offering Terms
This is the nitty-gritty on what the company is looking for, and it resembles a term sheet. It should contain important information such as the company’s overall capitalization before as well as after the capital inflow. The information contained includes the total of shares being sold, the price as well as the total expected profits. Additionally, this section outlines whether the investor will have voting rights and their rights in the event the company gets liquidated.
Business and Management section
A comprehensive explanation of the company’s operations as well as how it generates revenue. Likewise, this includes biographical details about members of the management team and every owner.
This is undoubtedly one of the most vital sections for the investors as it contains comprehensive details about the company’s expenses, revenues, liabilities and profits. It is this information with detailed financial figures that investors will closely scrutinize to better gauge the past financial data as well as future projections. If you skip this section, investors will most likely not invest a single dime in your company.
Use of proceeds
It is a clear outline explaining why the company needs the funds as well as the company’s fate if the capital injection does not materialize. Here, details about the precise use of the funds are elaborated. Furthermore, it is ideal to have a catalogued table that elaborates the allocation of funds. Included in this section also is the compensations received by the company executives and owners.
The possible risks
This part is usually the biggest part of the Private Placement Memorandum document. Here, the company explains all the possibilities that might negatively impact the investor’s return on investment. It generally includes current debts, cybersecurity concerns, competition, trouble finding skilled personnel as well as pending litigation. This section includes a broad range of things, so the company needs to do its level best to be as detailed as possible.
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Business Plan Vs Private Placement Memorandum
A Private Placement Memorandum and business plan perform different roles in a company.
The primary goal of a business plan is to act as a marketing document that aims to promote the company. It usually contains forward-looking details such as growth potential, customer profiles, revenue channels, competitive landscape and possible strategic partners. Some of the key features of a business plan include;
- Action plan
- Value proposition
- Executive summary
- Marketing plan
On the other hand, a PPM is a persuasive document that looks to convince investors to see why investing in the company is a viable proposition. Therefore, a PPM’s presentation is usually more concrete and factual and aims to address both internal and external risks the company faces. Some of its features include;
- Subscription agreement
- States risk factors
- Offering particulars
- Terms of offering
After reading through this article, you now know what a Private Placement Memorandum is. You also know the purpose it serves as well as what it contains, and this information will help you to know whether you are willing to invest in a company. Additionally, you have learned the difference between a business plan and a PPM document.