Private Placements are non-public securities, which can be offered to “Accredited Investors” only. These offerings are presented to investors using a Private Placement Memorandum (PPM) rather than a traditional publicly registered securities offering document called a prospectus. The PPM outlines the terms of the offering along with the suitability requirements of the investor.
In accordance with Rule 501 of Regulation D of the Securities Act of 1993, listed below are the qualifications for an investor to be considered “Accredited” in order to invest in a Regulation D offering:
Any natural person whose individual net worth or joint net worth with that person’s spouse exceeds $1,000,000 at the time of his or her qualification, excluding individual’s primary residence.
Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.
Any LLC, Partnership, or Corporation that was not formed for the specific purpose of acquiring the interests offered, with total assets in excess of $5,000,000.
Any trust, with total assets in excess of $5,000,000 that was not formed for the specific purpose of acquiring the interests offered, whose purchase is directly by a sophisticated person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.
Any entity in which all the equity owners in a LLC, Partnership, or Corporation are “Accredited Investors” as defined.
Funds are often raised by private companies through the sale of common stock, warrants, preferred shares, bonds or a combination of these instruments. The terms of the investment are often negotiated more directly by the issuing company with the investors and this could mean the terms more closely match the needs of the investors.
Private equity strategies are often used in raising venture capital, corporate buy-outs, re-organizations and in distressed investing.
Funds are often used to fund new technologies, execute growth initiatives or to simply pay down debt.
Investors are often institutions, pension funds and "accredited investors" who can commit sums of money for longer holding periods. These longer holding periods are often required in order to both execute the desired corporate strategy and provide liquidity for the investor. An example might be the eventual sale of the company or an Initial Public Offering.
Investors are reminded to review the current standards required to meet the definition of the wealthier, more sophisticated "accredited investor" with their Allied Beacon advisor. These standards can change and they often vary from state to state. Private equity offerings or investments are not suitable for all investors and typically involve substantial risk, including potential loss of an entire investment.