Private Placement Advisors  LLC



Since 2011 Private Placement Advisors LLC has been an industry leader in providing Regulation D documentation and advisory services. We help design the best transaction structure. We write private placement memorandum and other offering documentation. We assist with SEC filings and state filings. We give clients access to our database of FINRA broker-dealers. We create custom 506(c investor portals. 

Our five stage schedule of services:

1) consult on pre-offering entity structure and proposed term sheet  

2) draft PPM, subscription agreement, and investor questionnaire

3) file offering documents with SEC and state(s)

4) initiate 506(c marketing programs

5) Formation and approval of a SEC EDGAR account and issuance of a CIK number 

6) access FINRA broker dealer community and private equity resources 

Offering Consulting

We suggest the SEC exemption that maximizes efficiency and minimizes your state Blue Sky regulatory hurdles. We discuss the differences between equity investors and debenture investors. 

We help:

  • price the shares
  • consider convertible notes
  • set the capitalization of the company
  • decide how many shares to issue in this offering
  • develop investor return models
  • explore marketing tactics and resources

A Tier 1A Grade Investor Portal can be critical to the success of an offering. This dedicated web portal can promote the offering while controlling access to your offering documents and managing the subscription process, including accredited investor verification. 

We custom draft a Tier 1A private placement memorandum, investor suitability questionnaire, term sheet, and subscription agreement.

Form 1A disclosure is used in our Tier 1A  offerings -- using documents that exceed Regulation D disclosure requirements. 

We assist in the formation and approval of a SEC EDGAR account and in the issuance of a CIK number with the SEC. 

We draft and file a Form D with the SEC and we make the necessary state “Blue Sky” filings.

Our resources include long term relationships with FINRA broker-dealers, private equity and private investment firms, and accredited investor platforms. 

Private Placements

A private placement occurs when an individual or company secures funding from an investor, whether equity or debt. A private placement memorandum (PPM) is a disclosure document that outlines the terms and conditions of that offering. The document is similar to a business plan except the emphasis is on disclosure of facts rather than projected results.

If you are trying to raise capital by offering a promissory note or a piece of the equity to private investors, you need a private placement memorandum to avail yourself of the advantages of SEC Regulation D exemption rules 504, 505, or 506, Regulation A+--or a SCOR/504 private placement or Regulation S offering.

The PPM must contain all relevant information about your company and its business as well as any other information that might possibly be considered material by a potential investor. The PPM should be accompanied by a subscription agreement and an investor questionnaire. The subscription agreement is a contract to purchase a specified number of securities at an agreed price. It must contain a statement that the investor has received and reviewed the PPM and that she/he is aware of the risk factors and is a suitable investor. The investor questionnaire solicits information about the investor's background, employment and investment experience. It is used to confirm the investor's investment sophistication.

There are two common types of securities that companies offer via a regulation D: equity and debt.

Equity Offerings

Equity securities consist of shares for a corporation or membership units for an LLC. They represent a portion of the ownership interest in the company. Stockholders are entitled to vote on company matters and must receive all key information about the company, including financial statements, on a regular basis.

Debt Offerings

Debt securities usually consist of notes representing debt obligations of the company, with a specified interest rate, maturity date, and repayment amount. A company should only offer debt securities if it can demonstrate that it has the ability to repay the debt.

Regulation D provides three exemptions from registration.

a) Rule 504

Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. The company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act reporting requirements. As with other Regulation D exemptions, you may not use public solicitation or advertising to market securities, and purchasers receive "restricted" securities--meaning they may not sell the securities without registration or an applicable exemption.

This exemption may be used for a public offering for which investors will receive freely tradable securities under these circumstances:

1) The offering is registered exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;

2) The registration and sale takes place in a state that requires registration and disclosure delivery and the buyer is in a state without those requirements as long as the disclosure documents mandated by the state in which he/she is registered to all purchasers are delivered; or

3) The securities are sold according to state law exemptions that permit general solicitation and advertising and you are selling only to accredited investors. (However, accredited investors are only needed when sold exclusively with state law exemptions on solicitation.)

b) Rule 505

Rule 505 issuers are required to provide financials certified by an independent public accountant. However, 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 Rule 505 provides an exemption for offers and sales of securities totaling up to $5 million in any 12-month period.

Under this exemption, securities may be sold to an unlimited number of "accredited investors" and up to 35 "unaccredited investors" who do not need to satisfy the sophistication or wealth standards associated with the other exemptions.

Purchasers must buy for investment only, not for resale. The securities are restricted in sense that investors may not sell them for at least two years. General solicitation or advertising to sell the securities is not allowed.

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. Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish audited financial statements prepared under federal income tax laws.

Rule 506

* Seller must be available to answer questions by prospective purchasers
* Financial statement requirements same as Rule 505
* Investors receive restricted securities which may not be traded in the secondary market after the offering
* Can raise an unlimited amount of capital
* Use general solicitation and advertising to market the securities under 506(c. 

Under 506(b, issuers can offer to an unlimited number of accredited investors and up to 35 other purchasers.  Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be “sophisticated” - meaning 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.

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