private offering

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 ?
M2 EQUITYBITES-March 6, 2018-CSI Compressco LP issues USD350m senior secured first lien notes in private offering
International Resource News-January 22, 2018--Patterson-UTI Energy completes private offering of senior notes due 2028
In connection with the Offering, PSP Investments has committed to purchase C$100 million of Debentures through the Private Offering on the same terms and conditions as the Public Offering.
BANKING AND CREDIT NEWS-November 29, 2016-Catalent launches USD400m private offering senior unsecured notes
TELECOMWORLDWIRE-August 16, 2016-Sinclair proposes private offering of senior unsecured notes of Sinclair television group
M2 PHARMA-August 15, 2016-Arrowhead Pharmaceuticals completes private offering
Global Banking News-December 24, 2015--CalWest Bancorp completes USD14m private offering
NYSE: DGI) said it has priced its private offering of $600 million aggregate principal amount of 5.
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.
are proposing to issue $500 million aggregate principal amount of senior notes due 2018 (the EoACA[pounds sterling]NotesEoACA[yen]) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended
A significant portion of the shares issued through the private offering were placed with T.
We now turn to a summary of the legal bases for the private offering of real estate securities.