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.
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Types of Private Placement Memorandums
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|
Regulation D Rule 504 |
Regulation D Rule 505 |
Regulation D Rule 506 |
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. |
No general advertising or general solicitation is permitted. |
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.