Private Offerings and Securities

Our experience includes Reg D and 504(b) offerings and the more recently permitted 504(c) offerings. Our representation starts at the beginning of a project, and we help clients structure their projects and entities in an effort to take advantage of exemptions from securities registration requirements, thus saving time and resources.

In a typical private offering transaction, we prepare the offering memorandum (a private placement memorandum or PPM), investor qualification documents, subscription documents, and the operative partnership agreement or limited liability company agreement.

In preparing the PPM, we do not take a cookie-cutter approach. Rather, we take the time to understand the project, the client’s business objectives, and the risks associated with the venture. Whether this is in the real estate business, the energy business, the health care sector, or some other niche business, our goal in every private offering is to develop a set of offering documents that will satisfy all regulatory requirements, as well as serve as a model for future client projects. This approach allows us to create a comprehensive set of offering documents that thoroughly describe the investment, make legally sufficient disclosures, and maintain the required exemption from registration under both state and federal securities laws.

During the fund raising process, we work closely with the client to respond rapidly to investor questions, and as necessary, negotiate critical terms of the deal. Following the closing of the offering, we ensure that SEC filings are completed on a timely basis and all state “Blue-Sky” type filings are made. Attention to these details work to maintain the securities law exemption claimed by the promoter.

Historically, private offerings were made under Rule 504(b), which allows a promoter to raise unlimited funds from “Accredited Investors”. 504(b) offerings are restricted in that a promoter cannot use general solicitation or advertising to procure investors. Typically this has meant that the investors must have an existing relationship with the promoter, or some existing connection. More recently, companies have been permitted to raise funds under Rule 504(c). Rule 504(c) allows companies to raise funds from Accredited Investors, but does not require the existing relationship or connection with the investors. We have experience with 504(c) offerings as well, including working with the online investor platforms such as Crowd Street. We are regularly engaged by companies that are venturing into a 504(c) offering for the first time, due to our experience with these offerings and relationships with the online investor platforms.