private offering

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Private Placement

The sale of a new issue to a few large institutional investors without registering with the SEC. A private placement is exempt from SEC registration, subject to certain restrictions, because it is not offered to the general public. In order to make a private placement, the issuer must file a private placement memorandum (PPM), which explains exactly why the issue complies with SEC Regulation D exempting certain companies from registration; this is done to protect both the issuer and the investors. According to Regulation D, a PPM must contain a complete description of the security and the terms of the sale. It must also include applicable information about the issuer's financial situation and applicable risk factors. Private placement is also called direct placement.

private offering

An investment offered to a small group of investors. Section 4(2) of the federal Securities Act exempts from registration “transactions by an issuer not involving any public offering.” What qualifies as “not involving any public offering”is complicated and differs depending on a wide variety of circumstances. Generally, Regulation D (Rules 501 through 508) provides a safe harbor. If the issuer follows the rules for the circumstances described in Regulation D,then the issuer won't get in trouble.

References in periodicals archive ?
Sun Center Studios Corporation announced today the opening of a Private Offering to raise USD 50,000,000 for 13.
NYSE: DGI) said it has priced its private offering of $600 million aggregate principal amount of 5.
in connection with its private offering of CHF 180 million aggregate principal amount of Floating Rate Senior Secured Notes due 2019 and Matterhorn Midco & Cy S.
Hertz Global Holdings Inc (NYSE: HTZ), a US-based car rental company, has announced that its subsidiary, The Hertz Corporation, has entered into an agreement for a private offering of Senior Notes due 2019.
875 percent senior notes due 2012 in a private offering.
established a disposition strategy to maximize MetLife's gain at disposition via a private offering to office investors nationwide.
A significant portion of the shares issued through the private offering were placed with T.
0 million in capital through a private offering and a rights offering.
Travel Business Review-March 3, 2011--Isle of Capri Casinos Announces Pricing of Private Offering of Senior Notes due 2019(C)2011] ENPublishing - http://www.
CHICAGO, July 30 /PRNewswire-FirstCall/ -- USG Corporation today announced the pricing of a private offering of $300 million aggregate principal amount of its 9.
GLG Partners, a US-listed asset manager, has announced that it has completed its private offering.
We now turn to a summary of the legal bases for the private offering of real estate securities.