Private Placement Explained

The sale of securities is traditionally limited to a relatively small number of select investors. It is a way for newly formed and established Companies or even Public Companies of all sizes to raise capital.

These shares are often sold for less than the listed price however, there are normally certain restrictions.

Investors in private placements are traditionally limited large banks, mutual funds, insurance companies, pension funds and in some special cases individuals may be offered an opportunity to participate. Private placement is the opposite of a public issue, in which securities are made available for sale on the open market meaning they are available to all potential investors.

As private placements are only offered to a few, select individuals, the placement does not have to be registered with the Securities and Exchange Commission.

Usually detailed financial information does not have to be disclosed and the requirement for a prospectus is waived.

Whilst these placements are subject to the Securities Act of 1933, the securities offered are not required to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulgated there under.

Many private placements are offered under the Rules known as Regulation D.[2] Private placements normally consist of offers of common stock, preferred stock or other forms of membership interests including warrants or promissory notes (including convertible promissory notes), bonds, and purchasers are often institutional investors such as banks, insurance companies as well as pension funds. Again, there may be exceptions to this whereby individuals may be included in the offer. Common exemptions from the Securities Act of 1933 allow an unlimited number of accredited investors to purchase securities in an offering.

The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by both public companies and private companies seeking to go public to raise capital during market downturns and in times of market uncertainty.

While the term “private offering” leaves much to the imagination, the Securities Act provides substantial guidance about the circumstances in which an offering will be deemed a private placement. Most private placements are made in reliance upon Rule 506 of Regulation D.

Whether an offering is deemed a private offering is determined by various interpretations of relevant SEC releases and case law. An issuer seeking to raise capital in a private placement should consider a 4 factor test.

Private Placements 101

When is an Offering a Private Placement?

The SEC has identified four factors to be used in determining whether an intended private placement offering is a public offering:

  • The number of participants (not only those who invest) and their relationship to each other, and the company conducting the offering;
  • The number of securities offered in the private placement;
  • The size of the offering;
  • The manner in which the offering is conducted.
  • Authority for Private Placement Offerings Under Section 4(2) & Rule 506 of Regulation D

The private placement exemptions under the Securities Act are:

  • Section 4(a)(2) of the Securities Act, which provides a statutory exemption for “transactions by an issuer not involving any public offering”;
  • Rule 506 of SEC Regulation D, which provides a regulatory safe harbor for an issuer engaged in a non-public offering.

Under these exemptions, no more than 35 non-accredited investors are allowed to participate [3] in a private placement. In most cases, all investors must have sufficient financial knowledge and experience to be capable of evaluating the risks and merits of investing in a company.

Private Placement Program

Ideal Services DC has available through its associates, special Private Placement Programs for active clients that qualify.

Again, it is essential to know that a Private Placement is a financial vehicle used by a company to raise capital.

Here at Ideal Services DC we have positioned ourselves in a very unique way so as to be able to offer a select number of qualified clients the opportunity to participate in a Blue Chip stock Private Placement offering.

These offers when available from a public company allow investors to purchase shares at a discount although these shares often come with restrictions of up to 12months in regards to resale.

When investing in a Private Placement with a Blue Chip Stock, the investment becomes much lower risk, higher liquidity and a turnaround of 12 months or less.

At Ideal Services DC we believe managing wealth is a long term project and we work to preserve capital investments, to re-invest profits, and defer taxes. This process builds portfolios exponentially i.e. NOT 1, 2,3,4,5, BUT 1,2,4,8,16,32,64

We offer personal service and provide knowledgeable staff to assist in building successful financial portfolios.

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