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private placement financing

How Private Placement Debt Financing Works

Private placement debt is a competitive alternative to traditional commercial bank loans and is often secured by means of a properly drafted private placement memorandum.

How private placement debt works

Private placement can offer you (as the “issuer”) reduced transactional and ongoing costs because a private placement debt is exempt from most of the extensive registration and reporting requirements imposed by federal and state securities laws. 

Private placements usually also offer the ability to structure a more focused and dynamic transaction, because they attract a small number of sophisticated investors. In addition, a private placement permits more rapid penetration into the capital markets than would a public offering of securities requiring registration with the SEC. 

To find out whether a private placement is a sensible strategy for you, you must have a fundamental understanding of federal and state securities laws affecting private placements and be familiar with the basic procedural steps that must be taken before this capital-formation alternative is pursued, have a good sense of your list of targeted investors, and have a team of qualified legal and accounting professionals to assist in preparing the private placement offering documents, usually referred to as the private placement memorandum, or PPM. 

The PPM is essentially an offering of your securities to family, friends, and angels and can be used as a capital formation strategy for the opening of a retail shop or restaurant or for a sophisticated technology or software company. 

The biggest difference is that instead of an arm’s-length negotiation with one or a few investors, you’re now targeting enough investors that a set of offering documents is required under federal and state laws and the terms of the offering will be established by you in advance.

Get Private Placement Financing Worldwide

Now you can access up to 100% debt financing for your business or project worldwide. Ready, willing, and able to fund viable, underwritten projects and businesses.

Funding range: US$10 million minimum (No maximum)

Location: Worldwide

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 Why Use a Private Placement Memorandum?

Higher degree of flexibility and ability to customize the transactional structure to meet the needs of the targeted investor audience.

Entrepreneur and their advisors set and drive the terms (not the Venture Capital or lender).

Lower transactional costs than most other types of capital formation.

PPM investors are typically more patient and more “vested” in your success than other types of investors.

Introduces entrepreneurs to the obligations and best practices in reporting to minority shareholders.

Speed to access to the capital markets.

10. FAQ

Some of the frequently asked questions about private placement and 144a bond financing

What is a Private Placement Memorandum?

A private placement memorandum (PPM) is a legal document that describes your company’s background, the risks to the investor, and the terms of the securities being sold. You’ll also have to determine the exact degree of disclosure that should be included in the document, and several factors affect the type and format of information that must be provided. It is critical to remember that a business plan is not a substitute for a Private Placement Memorandum (PPM) is not a substitute for a business plan.


What types of USA and International projects do we offer private placement financing for?

  • Alternative energy development projects
  • Apartment buildings
  • Office buildings
  • Commercial
  • Condominiums
  • Construction/developments 
  • Raw land 
  • Acquisition and development
  • Medical buildings
  • Multi-family 
  • Mixed-use 
  • Retail centers
  • Hospitality 
  • Golf courses, etc.


What are our private placement debt terms?

  • LOAN SIZE: $1M to $500M+ 
  • LOAN TERMS: up to 3 years 
  • INTEREST: 8 - 20% 
  • LOAN TO VALUE: up to 75% and higher in some instances 
  • UNDERWRITING CRITERIA: the normal requirements from a collateral lender 
  • CREDIT: single asset, bankruptcy remote entity 
  • PREPAYMENT PENALTIES: typically none after 6 months of timely payments 
  • DUE DILIGENCE FEE: it varies but our lender or lender/investor underwriting group will outline it in a formal letter of interest 
  • POINTS: 4 – 10 
  • CLOSING: can range from 10 - 45 days or more 
  • INTEREST RESERVE: required


How can you ensure a successful PPM Offering?

  • Be ready and have a hit list; you certainly don’t want to take the time and expense to prepare a PPM and not have any clue who to show it to when it’s completed. Prepare a list of targeted investors well in advance to make sure the offering is viable and to help your lawyers evaluate compliance issues. 
  • Make sure the economic terms are attractive; remember that unlike a venture-capital deal, in which the business plan is presented and then a term sheet is negotiated, the PPM offering is not intended to be negotiated at all. Therefore, you must have a good sense of the attractiveness and fairness of the terms of the offering in advance of the distribution of the document. 
  • Find some special benefits or rights for the investors; for early-stage companies, the only real appeal to investors is the opportunity to get in on the ground floor of what might be the next big thing. Your challenge is to find some special benefit or right to entice investors to invest in your company. 
  • Do it right the first time; the saying that “you never get a second chance to make a first impression” applies to PPMs. Investors don’t want to see a lot of glitter or waste, but they will expect to see a well-written and properly formatted document without typographical errors or poor grammar. They’ll want exhibits and other information that really help them understand the business and the risks inherent in the offering.
  • Friend of a friend of a friend; one of the age-old questions with a PPM offering is, “To whom can we send the document, and how well do we have to know them?” Well, remember that the offering is supposed to be private, not public. It should be people with whom you and your team have a “pre-existing relationship.” It should not be sent to a blind list of the wealthiest people in your area you know, the sort published by a city magazine. Use your discretion and consult with counsel if in doubt.


DISCLAIMER is a referral and consulting services business. We are not Certified Financial Advisers, U. S. Securities Dealer, Stock Broker or Investment Adviser. We are not business consultants and acting in the capacity of a financial intermediary who provides advice to private individuals on or about business matters. .Please understand that the contemplated transaction(s) is strictly private and in no way relates to the United States securities act of 1933 **(THE”ACT”)* and does not involve the sale of registered securities. This transaction(s) are private and exempt from the act. Each investor associated in any way, directly or indirectly with as a potential funding resource must be an "Accredited Investor" as that term is used in federal and state securities laws. provides a service through which clients and investors/lenders may identify each other but makes no actual or implied representations concerning the availability of any potential funding or funding resource. neither effects nor attempts to affect any funding or business relationship between clients and any associated in any way, directly or indirectly investor or lender, and nothing contained in these services offering material should be construed as an offer to sell or the solicitation of an offer to purchase a security. Clients and Investors/Lenders associated in any way, directly or indirectly with are solely responsible for compliance of such federal, state, tax or local laws which may apply between them in any funding transaction and (clients) of are solely responsible to verify all funding contacts credentials by doing due diligence themselves. is not responsible for any problems or conflicts between clients of and any funding contacts. does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with funding contacts/clients, you should consult a professional adviser. Most early-stage businesses and many other growth-focused businesses fail, and if you invest in a business as a direct or indirect result of it is significantly more likely that you will lose all of your invested capital than you will see any return of capital or a profit. You should only invest in businesses that you can afford to lose without altering your standard of living. receives compensation of fees charged on funding that has been accepted and received by the clients. All up front fees paid to our referral partners through their website or by other means are subject to their own terms and shall not be held liable for the same. All clients' information and funding transactions positive or negative are held in complete confidentiality and no information will ever be shared outside of our funding network or sold and no clients will ever be used as a reference or referral to any future potential funding seekers considering joining

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