144A Notes, under Rule 144A, are popular in the debt space. While some companies issue 144A equity securities 144A debt securities in the form of notes or Notes, are much more popular. We assist with both debt and equity 144A offerings.
If your company is considering issuing 144A Note debt securities offering, you will most likely need to have to write a disclosure document such as a PPM (private placement offering memorandum) written under Rule 144A. A 144A Note is when a company issues debt, i.e. a promise to return one’s capital at a fixed time, to QIBs, or qualified institutional buyers who meet a net worth threshold. The terms of each 144A issue can differ greatly and often a 144A Note issuance will contain such features as the terms of the offering like the maturity date (when the Note expires), the interest rate of the Note, including how often the interest payment will be made to investors, and many other features. A 144A Note issuance differs from a traditional Note offering in that the 144A is only for US based investors and the QIBs that purchase the securities must hold onto he securities for a two minimum. Under Rule 144A one cannot transfer of ownership of the Notes for two years. 144A offerings are some of the most utilized Rules for raising debt capital and nearly one trillion dollars per year is invested in the 144A private placement market.
That is why for startups and entrepreneurs, the PPM is quite important. Many entrepreneurs take great pains to ensure their offering documents stand out to help them gain trust of their potential investors. For many, it’s their lawyer that helps them solicit investment capital. Since a PPM can be construed as a legal document it is important that it protects the entrepreneur and ensures it’s compliant with the regulations of the SEC (Securities & Exchange Commission). A lawyer or attorney drafting the document can often make sense but a law firm per se is not the only group of consultants that can write the PPM.
Prudent and Strategic
Our team of senior consultants and attorneys at Prospectus.com also believe that for startups, a PPM is both prudent from a legal standpoint and strategic in terms of the business plan of the company. When startups want to attract investment, for instance, many visit venture capitalist forums or solicit investors over email. And while using standard elevator pitches and executive summaries are good, the issues that transpire relates to what happens after that first introduction and interest in your business. Many will ask for the PPM. Not having that prepared is not an end to your business necessarily, but it can slow things down and hinder investment while making the owners of the company look unprepared (not doing their homework…).
Who Edits and Writes PPMs?
There are numerous consultants that write and draft PPM for businesses.
Lawyers – Attorneys
Prospectus.com’s has in house attorneys that can write and edit your PPM. Big or small, companies need varying degrees of help. So when the time arises for a PPM to be written, the first option is to contact securities lawyers or industry veteran attorneys, such as what we boast in-house at Prospectus.com. For many startups, however, the costs associated with hiring an attorney to write a PPM can be prohibitive. Which is where our team can play a vital role in saving your company traditional costs associated with the creation or editing of the PPM.
For startups that have identified a network of investors or lenders (depending on whether you are offering equity stock or debt securities) can work with one of our attorneys or consultants to create and finalize their offering memorandum. The reason is simple: Once you know what your investors are looking for, you can focus on creating an attractive document that is specifically geared for the group you are seeking capital from. If you all you need is the private placement setup, then you are one step ahead.
Many companies raising capital prefer to work with those in the industry that have already established themselves, such as investment banks. Prospectus.com has a team of seasoned investment banking consultants with years of experience in the industry. We can ensure that your PPM is structured to industry standards and meets investor norms. While we are not an investment bank, we have the knowledge and experience of one, which can save our clients needed capital and time (investment banks can charge tens of thousands of dollars for basic services).
There are many considerations to bear in mind when it comes to working with an investment bank. That is why we usually recommend that if you are new to the world of investment banking and raising capital, work with lawyers or private placement specialists.
Professional PPM Writers
One of the more popular options to create an impactful private offering document for your business is to work with specialized companies that primarily work with startups, entrepreneurs and other entities that require help in raising capital, no matter what stage of financing is needed. Prospectus.com – like the investment bank and the lawyer-attorney sections above – also falls into this category.
Our firm has considerable experience in drafting PPM that can help attract investors. One of the more highlighted benefits of using a private placement specialist is that they often work with a flat fee pricing structure, which is how our team functions as well. This fee will cover an in-depth analysis of your company by experienced writers and researchers, and attorneys if necessary, that will understand what your company’s service and product offerings are, and identify the issues that may cause you problems in future.
PPM writers like our team at Prospectus.com possess considerable information about the federal regulations and those of individual states and the rules governing private placement offerings. We can also suggest the best Regulation D rules or other Regulations to choose from when raising money, such as between 504, 505, 506, 506 (b) and 506 (c) offering, as well as 144A offerings, Regulation S (Reg S) offerings and Regulation A (Reg A) offerings.
Legal Opinion Letters for Private Placements
Our team at Prospectus.com can have our attorneys write an opinion letter for your PPM offering document(s). Please contact us for more information.
All Inclusive – Prospectus.com
Prospectus.com’s team encompasses all of the traits above, namely we have attorneys, investment banking specialists and private placement writers all in-house, making us unique among any firm in the industry. Our company was founded by entrepreneurs and is currently still run by entrepreneurs, giving us keen insight into the world and mind frame of the everyday startup and later stage company. We are first and foremost a business plan writing firm. Knowing the intricate details of one’s business and market is the key to making successful decisions, from expanding one’s projects and services, to knowing when the right time to sell one’s business, to even identifying the right time to shut down one’s business.
Contact us for a free consultation regarding your PPM writing needs.
- Prospectus Writing
- IPO Stock Exchange Listing
- Notes Offerings
- 144A Reg S Offerings
- Hedge Funds and Mutual Funds
- Offering Memorandum
- Private Placement Memorandum
- Offering Circular
- Explanatory Memorandum
- Information Memorandum
- Fund Setup Formation
- Securities Identifiers
- Registration and Filing
- Legal Work
- Escrow Services
- Business Plans