Private Placement Memorandum Form

Summary

This private placement memorandum template may be used to prepare an offering memorandum for a private offering of securities (commonly referred to as a "private placement memorandum" or "PPM"). This template includes practical guidance and drafting notes. A PPM serves two primary functions: First, it is a disclosure document prepared to comply with securities laws and second, it is often the principal sales document used to market the company and the securities offering. This dual role helps to explain the general format and content of many PPMs, but also explains why there is no one-size-fits-all approach to drafting a PPM; there is no prescribed form for a PPM and each issuer and securities offering is different. This PPM template may be used for offerings relying on Section 4(a)(2) of the Securities Act of 1933, as amended (15 U.S.C. § 77a et seq.) (Securities Act) and/or Rule 504 (17 C.F.R. § 230.504) and Rule 506 (17 C.F.R. § 230.506) of Regulation D under the Securities Act (other than Rule 506(b) offerings that permit investment by non-accredited investors (as defined in Securities Act Rule 501 (17 C.F.R. § 230.501)). This PPM template includes a general framework for preparing a PPM, including drafting notes and practical guidance for each section. Offerings made to non-accredited investors relying on Rule 506(b) must comply with disclosure requirements similar to those for a Regulation A offering or a registered offering. This PPM template should not be used by hedge funds, venture capital funds, or any other private investment company because of the additional disclosure requirements for offering documents used by such issuers. Links to PPMs prepared by other issuers are included as examples. These links are included only as guidance and you should carefully adapt any disclosure to the specifics of the issuer. Because the anti-fraud provisions of the federal and state securities laws to private placements, you should ensure that the PPM does not contain any untrue statements of a material fact or omit any material facts necessary to make the statements therein not misleading. For more information on drafting a PPM, see Private Placement Memorandum Drafting. For more resources on drafting offering documents generally, see Offering Documents Resource Kit. For more information on Regulation D private placements, see Private Placements Resource Kit. Note, this PPM template does not include any state law disclosure requirements. For an overview of state securities (blue sky) requirements, see Blue Sky Law Compliance in Securities Offerings.