Private Placement Offering (PPM) Preparation

PRIVATE PLACEMENT MEMORANDUM, OFFERING DOCUMENTS, REG D, REGULATION D, PPM, INVESTMENT OFFERING, RULE 506C, RULE 506B, BOND MEMORANDUM, EQUITY PLACEMENT, STOCK OFFERING, REAL ESTATE OFFERING, LLC OFFERING, LP OFFERING, LLP OFFERING,

The cost of preparation includes all the following documents: Private Placement Memorandum (PPM), Subscription Agreement, Investor Questionnaire and Limited Liability Company Operating Agreement.

Private Placement Memorandum (PPM):

A completed Private Placement Memorandum is a document you give to an investor that will provide that investor with “all material information” needed to make an informed decision. This complies with the SEC – Regulation D requirements.

Subscription Agreement:

This is an 8 – 9-page document that the investor signs and returns to you with their investment check. The Subscription Agreement is your receipt that the investor confirms they have received the Offering Documents. In the event of litigation, it becomes your primary defense against any claims that you did not provide the investor with “all material information.”

Investor Questionnaire:

Each Investor will fall into 1 of 2 categories. “Accredited” or “Non-Accredited” Investor. You will be required to identify the specific category each of your investors meets. This document provides the basis for qualifying each potential investor.

Operating Agreement:

If you are an (LLC) Limited Liability Company) an Operating Agreement must be given to each investor for signature execution and returned to you.
*Business Plan: The Business Plan has been drafted for the business already.

Important Information About Preparation

Most everyone needs to have a mechanism to find Investors to raise capital. Regulation D – Rule 506(c) provides that you may advertise with certain restrictions.

This is very important. Your advertising will be limited to 130 characters in which to reach investor prospects.

The first conversation we guide you through is what is in those 130 characters; because whatever it is – your success to finding investors will depend on it. Remember your entire Private Placement Memorandum (PPM) must comport with whatever the 130 characters read in your advertising.

Though this may sound a little confusing once explained you will “get it.” However, the important thing to remember is that your advertising will drive the prospects to read your documents and if your project reads well you should be able to close a percentage of the investor prospects responding to the advertising.

When we first begin the PPM preparation, the initial first conversation we have with you is what is in the 130 characters because it will define your investor deal.

The offering documents must be given to any prospective investor that you speak with whether they invest or not.
• The document belongs to the prospective investor and is not returned. Our PPM is a legend for all 50 states.
• The PPM will be appropriate for your company structure whether LLC, C Corp or S Corp.
• The Preparation of the Private Placement Memorandum, Subscription Agreement, and Investor Questionnaire can be a very complicated process depending on several factors.

• Some of the examples of the subjects we will cover with you.
o Investor Exit Options
o Equity or debt and what it means to you
o Preferred -Common – Debentures
o How to Solicit Investors or different methodologies in identifying and reaching out to investors
o Pricing your offering
o How much of the company should you offer investors?
o What’s the DEAL?
o Offering amount
o Complying with Federal Securities Laws – Regulation D (Reg. D)
o Changes to your business plan
o Options for Raising Capital

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