Convertible Debt Private Placement Memorandum
Companies issuing debt securities often raise capital by selling convertible notes. Our team specializes in preparing private placement memorandums for convertible debt notes. A private placement memorandum for convertible notes is a document written for a company selling debt. The document is often referred to as an “OM” for short. In a convertible OM offering, there is a promise to repay an investor his/her full capital back at a specific time, called maturity date, and most likely with a fixed time for interest payments. However, in a convertible debt note offering the notes themselves will convert to equity a specific or given time in the future, giving the note holder an ownership stake in the company. We have written, edited or assisted with hundreds of private placement memorandums for private and public convertible note issuance. Note offerings are a popular method to raise debt capital and indeed many note offerings will have issuers write a convertible note private placement memorandum.
The convertible note private placement memorandum will outline the terms of the debt securities offering. For example, if the company is selling notes or notes, the private placement memorandum will detail the terms of the offering such as the interest rate and maturity date, payment and coupon dates, convertible note or convertible note dates and terms, and many other factors. Thus, the writing of a private placement memorandum can assist in expediting the capital raising process.
Private Placement Memorandum Convertible Securities Writing Assistance
For the securities to be exempted from registration via a note offering the convertible note private placement memorandum must detail many features. Here are a few:
- The convertible note private placement memorandum must give details of the securities being offered for sale to investors;
- Like in any well prepared and written private placement memorandum the management team of the company must be detailed;
- Additional material regarding the note securities being offered must be shown as well (if other than common stock); and
- Finally, financial projections or financial statements must be included in the private placement memorandum. In most cases, they will need to be certified by an independent accountant.
Convertible Note Private Placement Memorandum
A convertible note private placement memorandum is often used in the private placement market to raise capital. The most common form of any document used to raise capital under 144A and Reg S is the convertible note private placement memorandum, which will detail the private placement terms. Private placements of 144A are both conducted for equity and debt offerings.
Public Placement of 144A & Reg S
Often companies that are listed publicly may initiate a private offering under rule 144A and Regulation S (Reg S) to raise capital debt capital by selling securities such as notes.
Attorneys for Issuers of Convertible Notes
For issuers considering selling Note, to investors a well-tailored and written convertible note private placement memorandum is mandatory, particularly for those seeking US investors. A convertible note private placement memorandum offering document can add value to your offering by showing investors you are serious about raising money. In addition, it is essentially a requirement for any issuer that wants to raise debt or equity capital to hand investors a private placement memorandum. The convertible note private placement memorandum will educate the investors and allow them to decide if the offer merits deeper thought or an investment. The document itself should tell the company story, both the product offerings and the securities being offered in detail, including the team behind the company, the terms of the securities, rules such as 144A/Reg S and more. Attached to any convertible note private placement memorandum is the subscription agreement, which is the “contract” between the issuer and the investor. Once signed the investor would then send in his/her money for the securities.
The convertible note private placement memorandum should be viewed by the issuer as an opportunity not to be wasted. In other words, the private placement memorandum is the story of the company and will be the single most important document used to raise capital from investors. Without such a formal document, it is unlikely a company will raise capital, let alone be taken seriously by those that invest in debt securities.
What PPM.net Can Do
For startups or established companies or funds seeking to raise capital via a formal debt securities offering, securities regulators worldwide, as well as investors in a private offering require the Issuer to submit a professional preliminary red herring private placement memorandum convertible note private placement memorandum offering document. The PPM.net team of consultants and attorneys can assist with the writing and drafting of your private placement memorandum for financing and other securities offering documents. Whether you are conducting a private or public offering for debt or equity issuance, our team can ensure that your private placement memorandum is structured to conform with both local regulatory and global standards to maximize success during your capital formation needs. The PPM.net team of consultants and attorneys can assist with the writing and drafting of your company’s red herring preliminary private placement memorandum or other offering documents. Whether you are conducting a private or public offering for debt or equity issuance, our team can ensure that your private placement memorandum is structured to maximize success.
Here are the (7) basic steps regarding our process:
- PPM.net team conducts the initial analysis of your company.
- We will recommend the best course of action, taking into consideration time frame, budgets and overall needs.
- We undertake all work and begin the process. This would include the drafting of the private placement memorandum or any other document such as the private placement memorandum, or legal agreements from our attorneys.
- We send the documents to you for review.
- Once approved, and if you need, an attorney opinion letter can be included in the paperwork.
- If you require filing or registration with various agencies we will undertake as well.
- We are a start-to-finish firm and our number one goal is the successful growth of our clients.
PPM.net can assist with your convertible note private placement memorandum campaign as well as with your debt financing private placement needs. We are the world leading firm that specializes in public and private prospectus writing and general business and legal document writing services.
Our team at PPM.net has years of experience writing private placement memorandums for hundreds of varying industries and businesses and writing their convertible note private placement memorandum. We work one on one with our clients during the convertible note private placement memorandum drafting process and take it upon ourselves – in almost obligatory fashion – to assist our clients with their quest for growth once our services our complete.
If you are considering raising capital for a convertible note offering and need a private placement memorandum written feel free to reach out to us.