The ISIN Network is a world leader in private placement memorandum writing services. Whether you require a 144A or Reg S private placement memorandum (PPM) or us Reg D offering, or a UCITS or hedge fund documents and need professional PPM written, our team at ISIN.net can assist in a timely fashion.
The main different between a 144A private placement offering memorandum and Reg S offering memorandum (or a prospectus) is that a 144A is used for raising capital from US investors, or ‘onshore’. The Reg S is mainly used for raising money outside the United States, or ‘offshore’, which has similar rules as the 144A, but in the Regulation S offering and its corresponding private placement memorandum, only non-US investors can put money in the company.
In many cases, the 144A debt structure such as a 144A note is more popular than the 144A equity structure. While companies can raise money under the 144A equity banner, most companies seeking to raise many millions or billions of dollars will issue 144A debt. In additional to the 144a debt they will also include the Regulation S (Reg S) language in the private placement memorandum in order to go after non-US based investors as well. 144A notes often clear in the US via DTC or in Euroclear via Euroclear and Clearstream, known as the common or central depositories.
The main avenue to raise capital is via the private placement or business plan. While the business plan is a staple of any business it is not a document that should disclose all the securities details, the risks and the regulation that go into any capital raise. This is why the private placement documents is written. A fully drafted and properly executed PPM is the most efficient way – and professional way – to procure capital from international investors. The memorandum also serves another key component of any company raising money: protection. That offering memorandum can add protection to the company’s founders as the document, the PPM, lists the risk factors associated with any investment. If the company loses the capital it raises, in most cases the risk factors in the private placement memo will have been spelled out. This will then deter investors (in theory) from suing the company or founders for their money back (if they were adequately warned of the investment pitfalls).
To raise capital in a 144-A offering it is required to give a disclosure document. The disclosure document handed to investors is the private placement memorandum (PPM), or also called offering memorandum or a prospectus (although each has their subtle differences). To procure capital in the 144A market one will need to give the PPM to investors called “QIBs”, which stands for qualified institutional buyers, all of which must have a certain net worth dollar amount in liquid assets to invest in a 144A project or offering. Whatever the 144A requirements are to raise money, the Reg S version is the same. A private placement Reg S memorandum would be required to give to investors.
Feel free to contact us for any 144A capital raising or 144A private placement memorandum assistance.