Here are the key basics of Regulation D for a PPM:
Private Placement:
A private placement is the offering and sale of securities to a limited number of investors, usually without a public offering. This type of offering is exempt from the more stringent registration requirements imposed on public offerings under the Securities Act of 1933.
Accredited Investors:
Regulation D offerings are typically limited to accredited investors. These are individuals or entities that meet certain income or net worth thresholds, as defined by the SEC. Accredited investors are presumed to have a level of financial sophistication that allows them to bear the risks associated with investing in private placements.
Rules 504, 505, and 506:
Regulation D offers three main exemptions from registration, each with different requirements and limitations. PPMs can be structured under Rule 504, Rule 505, or Rule 506, depending on the specific circumstances and the offering amount.
Rule 504:
This rule allows for offerings of up to $5 million within a 12-month period. There are no specific restrictions on the type of investors, but state securities laws (“Blue Sky laws”) may apply.
Rule 505:
This rule allows for offerings of up to $5 million within a 12-month period, with a limitation of no more than 35 non-accredited investors. State securities laws (“Blue Sky laws”) may apply, and financial statement requirements are more extensive compared to Rule 504.
Rule 506:
Rule 506 is the most commonly used exemption under Regulation D and has two variations: 506(b) and 506(c).
Rule 506(b):
Allows for an unlimited offering amount but is limited to a maximum of 35 non-accredited investors. The issuer can’t use any form of general solicitation or advertising to attract investors but can raise funds from accredited investors and certain sophisticated non-accredited investors.
Rule 506(c):
Similar to Rule 506(b), this variation allows for an unlimited offering amount. However, it permits the issuer to use general solicitation and advertising to attract investors, but all investors must be verified as accredited.
Disclosure Requirements:
Regardless of the specific rule under which the offering is made, the issuer is required to provide all potential investors with accurate and complete information about the investment opportunity. This is typically done through a Private Placement Memorandum (PPM), which includes details about the company, its financials, the securities being offered, the risks involved, and other relevant information.
State Securities Laws:
In addition to complying with federal securities laws, issuers must also be aware of and comply with state securities laws (Blue Sky laws) where the offering is being conducted. Each state may have its own set of rules and registration requirements for private offerings.
It’s important to note that securities offerings can be complex, and legal counsel or financial professionals with expertise in securities laws should be consulted when preparing a PPM and conducting a private placement. The information provided here is a general overview and should not be considered legal advice.