Renewable Energy Technologies
Cogeneration Technologies
Biofuel Industries
Solar Energy Systems

Trigeneration Technologies

EcoGeneration Solutions LLC. Companies
E-mail: info(@)cogeneration(.)net Tel. (832) 758-0027
Cooler, Cleaner, Greener Power & Energy Solutions

Home | Contact Us | Links

 
 



Private Placement Memorandums
www.PrivatePlacementMemorandums.com

What is a Private Placement Memorandum? 

A Private Placement Memorandum is a confidential sales document that is provided to a potential sophisticated investor for a private placement of bonds. The PPM contains relevant information about the financial, economic and demographic characteristics of the borrower and its service area.

More specifically, a PPM provides the investor, in the format of a structured document, the information and data the investor needs to know to make an informed investment decision, including:

       * The PPM offering format and structure
       * The company information and structure of the company
       * SEC required disclosures about the securities being purchased
       * Information related to the company's business and operations
       * Risks involved with the investment
       * Senior Management and Company Financials
       * Use of proceeds

The PPM also includes the subscription agreement which is the actual "sales contract" for purchasing the securities. The PPM is the document that the investor will sign and send in with his/her 
investment funds. 

Cooler, Cleaner, Greener Power & Energy Solutions project development services are one of our many specialties. These projects are Kyoto Protocol compliant and generate clean energy and significantly fewer greenhouse gas emissions. Unlike most companies, we are equipment supplier/vendor neutral. This means we help our clients select the best equipment for their specific application. This approach provides our customers with superior performance, decreased operating expenses and increased return on investment. 

Renewable Energy Technologies provides project development services that generate clean energy and significantly reduce greenhouse gas emissions and carbon dioxide emissions. Included in this are our turnkey "ecogeneration" products and services which includes renewable energy technologies, waste to energy, waste to watts and waste heat recovery solutions.  Other project development technologies include; Anaerobic Digester, Anaerobic Lagoon, Biogas Recovery, BioMethane, Biomass Gasification, and Landfill Gas To Energy, project development services. 

Products and services provided by Renewable Energy Technologies includes the following power and energy project development services: 

  • Project Engineering Feasibility & Economic Analysis Studies  

  • Engineering, Procurement and Construction

  • Environmental Engineering & Permitting 

  • Project Funding & Financing Options; including Equity Investment, Debt Financing, Lease and Municipal Lease

  • Shared/Guaranteed Savings Program with No Capital Investment from Qualified Clients 

  • Project Commissioning 

  • 3rd Party Ownership and Project Development

  • Long-term Service Agreements

  • Operations & Maintenance 

  • Green Tag (Renewable Energy Credit, Carbon Dioxide Credits, Emission Reduction Credits) Brokerage Services; Application and Permitting

For more information: call us at: 832-758-0027

We are Renewable Energy Technologies specialists and develop clean power and energy projects that will generate a "Renewable Energy Credit," Carbon Dioxide Credits  and Emission Reduction Credits.  Some of our products and services solutions and technologies include; Absorption Chillers, Adsorption Chillers, Automated Demand Response, Biodiesel Refineries, Biofuel Refineries, Biomass Gasification, BioMethane, Canola Biodiesel, Coconut Biodiesel, Cogeneration, Concentrating Solar Power, Demand Response Programs, Demand Side Management, Energy Conservation Measures, Energy Master Planning, Engine Driven Chillers, Geothermal Heatpumps, Groundsource Heatpumps, Solar CHP, Solar Cogeneration, Rapeseed Biodiesel, Solar Electric Heat Pumps, Solar Electric Power Systems, Solar Heating and Cooling, Solar Trigeneration, Soy Biodiesel, Trigeneration, and Watersource Heat Pumps.


What is a Regulation D Offering?

Regulation D, also known as "Reg D," became effective April 15, 1982. It's one the key SEC exemptions for small businesses that want to raise money by selling its stock. It's also considered a route to taking a company public without the burden and expense of a full registration with the SEC.

Regulation D consists of six basic rules. The first three are concerned with definitions, conditions, and notification. Rule 501 covers the definitions of the various terms used in the rules. Rule 502 sets forth the conditions, limitations, and information requirements for the exemptions in rules 504, 505, and 506. Rule 503 contains the SEC notification requirements. The last three rules deal with the specifics of raising money. Rule 504 generally pertains to securities sales up to $1 million. Rule 505 applies to offerings up to $5 million (including those offerings less than $1,000,000). Rule 506 is for securities offerings with no limit or any dollar amount (including those offerings less than $5,000,000 million).

Regulation D Offerings Continued

Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC. For more information about these exemptions, read our publications on Rules 504, 505, and 506 of Regulation D.

While companies using a Reg D exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what’s known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.



Rule 504 of Regulation D

Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period. 

A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption.

Rule 504 does allow companies to make a public offering of freely tradable securities but only if one of the following circumstances is met:

The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors; 

A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements); or 

The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors." 
Even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading. 

While companies using the Rule 504 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company. 




Rule 505 of Regulation D

Rule 505 of Regulation D allows some companies offering their securities to have those securities exempted from the registration requirements of the federal securities laws. To qualify for this exemption, a company:

Can only offer and sell up to $5 million of its securities in any 12-month period; 

May sell to an unlimited number of "accredited investors" and up to 35 other persons who do not need to satisfy the sophistication or wealth standards associated with other exemptions; 

Must inform purchasers that they receive "restricted" securities, meaning that the securities cannot be sold for at least a year without registering them; and 

Cannot use general solicitation or advertising to sell the securities. 

Rule 505 allows companies to decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that generally are the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well. The company must also be available to answer questions by prospective purchasers.

Here are some specifics about the financial statement requirements applicable to this type of offering:

Financial statements need to be certified by an independent public accountant; 

If a company other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the company's balance sheet (to be dated within 120 days of the start of the offering) must be audited; and 

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish audited financial statements prepared under the federal income tax laws. 
While companies using the Rule 505 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company. 

Rule 506 of Regulation D

Rule 506 of Regulation D is considered a "safe harbor" for the private offering exemption of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption can raise an unlimited amount of money. A company can be assured it is within the Section 4(2) exemption by satisfying the following standards:

The company cannot use general solicitation or advertising to market the securities; 

The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchases. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment; 

Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well; 

The company must be available to answer questions by prospective purchasers; 

Financial statement requirements are the same as for Rule 505; and 

Purchasers receive "restricted" securities, meaning that the securities cannot be sold for at least a year without registering them. While companies using the Rule 506 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

We provide Demand Side Management design and project development solutions that may provide a return on investment in less than 12 months.  We also offer energy-saving technologies that may include; Absorption Chillers, Adsorption Chillers, Automated Demand Response, Cogeneration, Demand Response Programs, Demand Side Management, Energy Master Planning, Engine Driven Chillers, Trigeneration and Energy Conservation Measures.  

Unlike most companies, we are equipment supplier/vendor neutral. This means we help our clients select the best equipment for their specific application. This approach provides our customers with superior performance, decreased operating expenses and increased return on investment. 

Our company provides turn-key project solutions that include all or part of the following: 

  • Engineering and Economic Feasibility Studies 

  • Project Design, Engineering & Permitting

  • Project Construction

  • Project Funding & Financing Options

  • Shared/Guaranteed Savings program with no capital requirements. 

  • Project Commissioning 

  • Operations & Maintenance 

For more information: call us at:  832-758-0027

* Some of the above information from the Department of Energy and SEC websites with permission.

 

Cogeneration Technologies
Renewable Energy Technologies
Trigeneration Technologies
Solar Energy Systems
EcoGeneration Solutions, LLC

Copyright © 2002   All Rights Reserved