Private Placement Memorandum Drafting

Summary

This practice note discusses private placement memorandum (PPM) drafting. A PPM is a disclosure document provided by an issuer to prospective investors in a private placement. The PPM provides information about the issuer and the offering and serves a purpose similar to a prospectus for an offering registered under the Securities Act of 1933, as amended (Securities Act). Specifically, this practice note discusses (1) potential sources of liability in a private placement; (2) required disclosures under the federal securities laws; (3) the format and content of a typical PPM; and (4) the typical PPM drafting process, including the responsibilities of each participant in the offering.