FG Law Blog

A Private Placement Memorandum (PPM) is a critical document used in private securities offerings to provide potential investors (the individuals or entities providing the funding) with detailed information about the investment opportunity and the issuer (the entity raising capital). It outlines essential aspects of the offering including risks, terms, and the issuer's business strategy. Whether you're an issuer preparing to raise capital or an investor evaluating opportunities, understanding key elements of a PPM is vital. Here are three (3) key takeaways from Mariel Gilleto's and Lauren Schwimmer's presentation to guide you in your private offering journey.

1. Develop A Plan: Set Clear Terms

Before drafting a PPM, issuers should establish a clear and structured plan for the offering, including, for instance:

• Set the minimum contribution amounts (i.e., the amount each investor must contribute to participate in the offering, ensure that capital requirements are met),
• Specify the distribution preference (i.e., clarify how profits or dividends will be distributed among investors, particularly in cases where different classes of shares or interests exist), and
• Determine the type of offering (i.e., equity, debt, or another structure).

If you develop a clearly articulated plan, this will help to save on costs to produce the PPM (including legal costs) and will streamline the PPM, which will help to prevent confusion later.

2. Consult a Legal Advisor to Ensure Compliance

A PPM is a legally binding document that must comply with various regulatory requirements, including securities laws governed by the Securities and Exchange Commission (SEC) and other State regulatory bodies. A legal professional will help draft the PPM to accurately reflect the legal terms, disclosures, and risk factors, preventing costly legal issues that could arise in the future. They can evaluate whether or how the offering qualifies for an exemption from public registration under Regulation D or other relevant regulations.

3. Align Issuer and Investor Expectations

The PPM should act as a bridge between the issuer  and the investors. Clear and transparent communication is key to aligning expectations. This includes outlining the expected timeline for returns, exit strategies, and any other key terms that might impact the investor’s experience. Misaligned expectations can lead to misunderstandings and disputes later, so the PPM should be thorough in describing potential risks and the investment's rewards. By setting realistic expectations upfront, issuers and investors can foster a more successful and trusting relationship.

Conclusion

A well-crafted PPM is not just a formality — it’s a foundational document that can influence the success of an investment offering. By developing a clear plan, consulting with legal advisors, and aligning the expectations of all parties involved, issuers can set the stage for a smoother and more effective capital raise.

If you would like to explore PPMs further for your business, please contact Mariel Giletto or Lauren Schwimmer or any member of Flaster Greenberg’s Business & Corporate and Real Estate Law Departments.