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Offshore Investment Banking
Mergers & Acquisitions
Capital Formation

WSO-new-type-logo2Offshore Investment Banking • Mergers & Acquisition
Capital Formation • Financial Advertising

Trump Building • 40 Wall Street, New York, NY 10005 • (520) 529-6700 • info@wallstreetorganization.com

Private Placements

A Private Placement Memorandum is the sale of securities to a relatively small number of select investors as a way of raising capital. Since a private placement is offered to a few, select individuals, the placement does not have to be registered with the Securities and Exchange Commission. In many cases, detailed financial information is not disclosed and a the need for a prospectus is waived. There are several different types of Private Placement Memorandum as defined by the Securities Act of 1933. The Wall Street Organization, Inc.® can create Private Placement Memorandum tailored to the specific fund raising needs of your company.

Private Placement Memorandums and Offerings

 

Regulation D Rule 504

Regulation D Rule 505

Regulation D
Rule 506c

Regulation S

Amount of Offering

$1 Million

$5 million

No Limit although if over $12 million require additional disclosures

No limit.

Term

12 Months

12 Months

12 Months

12 Months

Disclosure Required

No federal requirements.

Substantive disclosure to non-Accredited Investors

Substantive disclosure to non-Accredited Investors

No federal requirements.

Advertising and Solicitation

No general advertising or general solicitation is permitted.

No general advertising or general solicitation is permitted.

General advertising and general solicitation are permitted provided that securities are sold only to "Accredited Investors" as defined by the SEC

General advertising or general solicitation is permitted offshore in countries which allow it.

Types of Investors

Unlimited

An unlimited number of Accredited Investors and up to 35 Non-Accredited Investors

An unlimited number of Accredited Investors and up to 35 Non-Accredited but Sophisticated Investors

An unlimited number of Accredited Investors who are Non-US Citizens residing outside of the United States.

Filings Required

Form D

Form D

Form D

None

Types of Securities

Restricted

Restricted

Restricted

Free trading stock but must continue to bear a restrictive legend

 

Important: Nothing herein is intended as legal or financial advice. The law is different in different jurisdictions, and the facts of a particular matter can change the application of the law. Please consult an attorney or your financial adviser before acting upon the information contained herein.

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The Wall Street Organization, Inc., Investment Management, Tucson, AZ
National Investment Banking Association Southwest Investment Association
National Small Cap Syndicate
San Diego Investment Conference
Miami International Investment Conference

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