How to Write a Private Placement Memorandum

How to Write a Private Placement Memorandum

A Private Placement Memorandum explains the offer, the risks, and the rules. It protects the issuer and informs investors. Write it like a legal document, organize it like a deal room, and support every claim with evidence.

The PPM must match the term sheet, the subscription documents, and the operating agreements. Disclose risks plainly, describe use of proceeds precisely, and show how investors get paid and protected. If a detail affects price, control, or downside, put it in writing.

What a PPM Does

  • Describes the securities offered, rights, and restrictions.
  • Sets out the business, strategy, and operating model with evidence.
  • Details use of proceeds and fees. Every dollar explained.
  • Identifies risk factors by category and materiality.
  • States offering exemptions and transfer limits.
  • Provides subscription mechanics and investor eligibility.

Core PPM Structure

Section Contents
Cover & Notices Issuer name, security type, offering size, date, jurisdictional legends, no public offer statement, forward-looking statements warning.
Executive Summary Investment thesis, key metrics, sources and uses, timeline, highlights and constraints. No hype, just facts.
Offering Terms Security type, price, minimum ticket, target raise, oversubscription rights, investor rights, dividends or coupons, voting, transfer restrictions, pre-emption, tag/drag, liquidation waterfall.
Use of Proceeds Line-item allocations with ranges and contingencies. State cash runway and what triggers re-forecasting.
Business & Market Business model, revenue drivers, pipeline, competitors, regulation, supply chain, key contracts. Cite sources and attach exhibits.
Management & Governance Team bios, board composition, committees, related-party disclosures, independence statements, compensation and carry structure.
Risk Factors Specific, ranked, and linked to mitigants where they exist. Market, operational, legal, counterparty, liquidity, key-person, execution, FX, sanctions, ESG and reputational.
Financial Information Historical financials, MD&A, pro formas, model assumptions, valuation approach, sensitivities. Identify audit or review level.
Legal Structure & Tax SPV structure charts, jurisdiction, governing law, investor tax considerations at a high level, FATCA/CRS points, transfer restrictions.
Subscription Instructions Eligibility criteria, KYC and AML requirements, how to complete the subscription agreement, timelines, escrow details if used, closing mechanics.

Drafting Steps That Keep You Out of Trouble

  1. Lock the capital structure. Confirm security type, rights, waterfall, and governance in the operating or shareholders’ agreement.
  2. Freeze numbers for each draft. Keep a revision log and consistent sources and uses across PPM, model, and term sheet.
  3. Write risk factors first. They shape the rest of the document and reduce rework later.
  4. Tie claims to exhibits. Financials, LOIs, permits, contracts, and opinions belong in the data room and are referenced in the PPM.
  5. Run a legal and tax pass with counsel in each relevant jurisdiction.
  6. Proof for conflicts. Marketing copy that contradicts the PPM creates liability. The PPM rules.

Use of Proceeds Template

Line Item Amount / % Notes
Acquisition or Project CAPEX $ / % Milestones, contingencies, vendor terms.
Working Capital & Reserves $ / % Runway months and triggers for release.
Fees & Expenses $ / % Legal, audit, placement, ratings, trustee, escrow.
Debt Repayment or Restructuring $ / % Prepayment penalties, covenants after close.

Risk Factors Checklist

  • No public market. Securities are illiquid and may be hard to value.
  • Execution and ramp-up risk. Delays reduce cash runway.
  • Counterparty and concentration risk. Few customers or key suppliers.
  • Leverage and covenant risk. Breach can force recapitalization.
  • Regulatory and permit risk. Timelines and outcomes uncertain.
  • FX and rate risk. Hedging policy and limits described.
  • Key-person risk. Succession and vesting terms explained.
  • Tax and structuring risk. Outcomes may change with new rules.
  • Sanctions and AML exposure in cross-border flows.
  • ESG and reputational risk tied to sector and geography.

Numbers That Must Tie Out

Investors hunt for inconsistencies. Keep a single source for each number and reconcile across documents.

Figure Where It Must Match
Pre-money / Post-money valuation Term sheet, cap table, model summary, PPM offering terms.
Target raise and minimum Cover, offering terms, use of proceeds, escrow instructions.
Debt terms and covenants Debt section, model schedules, risk factors, legal docs.
Fees and expenses Use of proceeds, placement agreement, engagement letters.

Offering Exemptions and Legends

State the exemption you rely on and what it means for investor eligibility and marketing. Examples include United States Reg D 506(c) or 506(b). Other regions use professional or accredited investor tests. Add legends for each jurisdiction where investors may be solicited and keep records of who received what and when.

Attachments and Exhibits

  • Subscription Agreement and Investor Questionnaire.
  • Operating Agreement or Shareholders’ Agreement.
  • Cap table and pro forma ownership.
  • Financial statements and auditor or reviewer letters if available.
  • Material contracts, licenses, permits, insurance certificates.
  • Expert reports and opinions where referenced.

Typical Drafting and Closing Timeline

Phase Days Output
Data Room & Term Sheet Lock 3–7 Clean term sheet, cap table, sources and uses, exhibits plan.
PPM Draft v1 7–12 Full draft with risk factors, legends, and placeholders for exhibits.
Legal & Tax Pass 5–10 Revisions, jurisdictional legends, subscription pack aligned.
Finalization & Launch 3–5 PPM, Subscription Agreement, data room live, tracking and controls set.

Common Mistakes

  • Vague use of proceeds. Investors want line items and triggers.
  • Generic risk factors copied from templates. Make them specific and ranked.
  • Marketing claims that do not match data. Every number must be sourced.
  • Missing related-party disclosures. If it can be questioned, disclose it.
  • Unclear waterfall. State the order of payments with examples.
  • Inconsistent versions across attachments. Run a version-control checklist.

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Legal notice: This guide is general information, not legal or tax advice. Financely acts as arranger and advisor through regulated partners. Any offering must comply with applicable securities laws and eligibility rules in each jurisdiction. Nothing here is a public solicitation or a commitment to raise capital.

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