OVERVIEW

Conducting a Private Placement of securities is a highly technical process where one mistake may result in the loss of the exemption, subjecting the issuer to both State and Federal liability. In order to be successful in conducting a private placement, a thorough plan needs to be developed and executed with a very high attention to detail. Our Securities services are comprehensive. We guide clients from the investor screening process all the way through repayment.

Below is a sample of the services we provide. If you do not see the specific issue you need assistance with, please use the Email link at the bottom of the page and give a short description of the issue in the title.

EXEMPTION SELECTION

Both the Securities Act of 1933 and the Texas Securities Act have several exemption options that allow the issuer to skip the registration process. Many issuers opt for private (exempt) offerings because the registration process is lengthy, detailed, and can be very costly.

Choosing the proper exemption is critical. Each exemption has its own set of technical requirements that must be completely met. If one criteria is missing from even one potential investor it can result in the loss of the exemption for the entire offering. When determining the best exemption to target we evaluate where the offering will take place, amount of capital to be raised, any other offerings conducted in the past year, and entity structure among other things.

INVESTMENT MEMORANDA

The Investment Memorandum is the document used to sell the securities. This document will contain detailed information about the issuer, the type of investment, the amount of capital to be raised, the repayment plan, term of the investment and the risks. We work with the client to create this document.

This document is critical to the plan because it will be crafted to meet the disclosure requirements of the exemption.

INVESTOR SCREENING

Before providing any investment materials to a potential investor a screening and vetting process needs to be in place to determine if they are even eligible for the targeted exemption. Our Investor Screening services include detailed questionnaires that contain questions tailored to the targeted exemption, confidentiality and non-disclosure agreements, and a thorough review process of each returned questionnaire. A potential investor must meet all the criteria for the targeted exemption before receiving any investment materials.

DOCUMENT CONTROL PLAN

The Document Control plan is used to ensure that the investment documents go only to those screened and approved. Poor document control is the easiest way to become ineligible for the targeted exemption and have the offering deemed public. We design and implement a comprehensive plan designed to reduce the risk of unauthorized dissemination as much as possible. Unfortunately, it is not possible to reduce the risk 100%.

INSTRUMENT DRAFTING

The final step in the process is to draft the actual document that is the security itself. This document is essentially a contract between the issuer and the investor and will outline the type of security (debt, equity, limited partnership interest, etc.) the repayment plan, and the rights and obligations of the issuer and investor.