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What is a Private Placement Memorandum or PPM?

Also known as an Offering Memorandum, a PPM is a document that outlines the terms of securities to be offered in a private placement. A PPM resembles a business plan in content and structure. It is a formal description of an investment opportunity written to comply with various federal securities regulations. A properly prepared PPM gives specific information to the buyers in order to protect sellers from liabilities related to selling unregistered securities.

Typically PPM's contain:

• a complete description of the security offered for sale
• the terms of the sales and fees
• capital structure and historical financial statements
• a description of the business
• summary biographies of the management team
• and the numerous risk factors associated with the investment.

In practice, the PPM is not generally used in angel or venture capital deals, since most sophisticated investors perform thorough due diligence on their own and do not rely on the summary information provided by a typical PPM.

PPMs are normally prepared for individual and accredited investors.

Distribution

Your PPM is printed and bound, and an interactive digital version is prepared as a PDF for email distribution, or streamed from a login portion of your website.  A database will be prepared so users will be given their unique login number for tracking purposes.

What is an Accredited Investor?

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as "accredited investors."

The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:

• a bank, insurance company, registered investment company, business development company, or small business investment company;
• an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
• a charitable organization, corporation, or partnership with assets exceeding $5 million;
• a director, executive officer, or general partner of the company selling the securities;
• a business in which all the equity owners are accredited investors;
• a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
• a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
• a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

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