What is a Private Placement
Memorandum? 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 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. 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. 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.
For more information: call us at: 832-758-0027 * Some of the above information from the Department
of Energy and SEC websites with permission. |
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