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.