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 ?
(the "Fund" or "Runway Growth"), a lender of growth capital to both venture and non-venture backed companies seeking an alternative to raising equity, announced the first closing on capital commitments under its second private offering consisting of USD 225 million in shares of common stock (the "Second Private Offering"), the company said.
Global Banking News-August 13, 2019-CorEnergy raises USD120m from private offering of convertible senior notes
M2 PHARMA-June 25, 2019-Catalent begins private offering of USD500m senior unsecured notes
Harsco Corporation announced that it priced a private offering (the Private Offering) of $500 million in aggregate principal amount of 5.75% senior unsecured notes due 2027 (the Notes) at par.
Auto Business News-June 11, 2018--Aleris International prices private offering of senior secured junior priority notes
International Resource News-February 5, 2018--Berry Petroleum prices private offering of senior unsecured notes due 2026
TELECOMWORLDWIRE-August 16, 2016-Sinclair proposes private offering of senior unsecured notes of Sinclair television group
completed its previously announced private offering of USD350 million in aggregate principal amount of its 5.625 percent senior notes due 2023.
The size of the private offering was increased from the previously announced amount of $500 million.
Travel Business Review-February 29, 2012--Hertz Global Holdings Announces Private Offering of Senior Notes(C)2012] ENPublishing - http://www.enpublishing.co.uk
(EoACA[pounds sterling]NielsenEoACA[yen]) today announced that its indirect wholly-owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co., 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 (the EoACA[pounds sterling]Securities ActEoACA[yen]).
All the partnership interests are issued by the partnership pursuant to a private offering before the date that is 24 months after the date of the first capital contribution to the partnership.