Private Placement

Written by CFI Team

Private Placement Investing Made Simple

In the world of corporate finance, an essential strategy known as private placement investing plays a central role in helping businesses secure the funding they need while also offering exclusive investment opportunities to a select number of accredited investors.

This article examines private placement in corporate investment, its essential components, and why it matters for organizations seeking to raise investment capital. Whether you’re an experienced investor or a business owner seeking to raise capital, this guide will help you navigate the world of private placement investing.

What is Private Placement?

Private placement refers to the process of raising capital from investors or institutions in a private offering rather than through a public exchange. In a private placement, a company sells its securities—stocks, bonds, or other financial instruments—to a small number of accredited investors, institutions, or qualified buyers without making the offering available to the general public. For example, these serve as a substitute for initial public offerings (IPOs), which allow companies to raise money in exchange for a portion of ownership in the company.

These privately sold assets are usually sold to hand-picked, high-net-worth individuals and top financial institutions who meet the proper eligibility requirements—though private placement does have a few regulatory restrictions. Typically, only investors who can afford to absorb potential losses are invited to participate in these programs.

A private placement can benefit both investors and businesses alike. For example, more favorable regulations incentivize investors to accept these invitations. Private sales of securities are a simple investment alternative since they include fewer regulatory restrictions when compared to IPOs or other public offerings.

For businesses, because the shares are not publicly listed, the share price is unaffected when sold in a private placement. For this reason, start-ups now frequently lean on private placement to generate capital.

Types of Private Placement

Private placements in the United States are subject to regulation by a set of SEC rules commonly referred to as Regulation D. This regulation stipulates that private placements can only be sold to accredited investors with sufficient net worth, as well as a limited number of non-accredited investors. Common types of private placement investments include:

Preferential allotment: Selling stocks privately to investors.
Qualified institutional placement: Issuing securities to qualified institutional buyers.

Corporate bonds are often sold in private placements, even if the company is otherwise publicly traded.

Essential Features of Private Placements

Although purchasing shares through an open market is usually easier for investors, there are a number of features that make private placement investments appealing to investors.

Privacy: Unlike public debt and equity offerings that require public filings, disclosure of company information, and financing documents, private placements are negotiated behind closed doors. This enables companies to keep their financial information confidential and limits public disclosure requirements.
Capital: Companies often turn to private placements when they require additional capital beyond their borrowing capacity from existing lenders. These placements primarily rely on cash flow lending metrics and can be either secured or unsecured, depending on the issuer’s existing capital structure.
Flexibility: Private placements can be a highly effective financing option for companies seeking flexibility in terms of the securities they issue and the investors they attract. Private placements can also offer greater structural flexibility for small issuances compared to public markets, especially for public companies.
Minimal Regulation: Private placements are a form of transaction that is not subject to the same rules and regulations as other public offerings like IPOs. Compared to public offerings, issuers selling securities in a private placement have fewer disclosure requirements.

How Does a Private Placement Work?

Private placement transactions can take on various forms, each tailored to specific circumstances. Apart from the Regulation D filing, companies typically adhere to a common set of steps outlined below:

Quantify Capital Raise Target: Before initiating a private placement, organizations should first evaluate their financial needs with the help of financial analysts. This involves examining the amount of funding sought and how the funds will be allocated. Once a target has been established, the company can raise capital.
Identify Potential Investors: Once an organization determines the amount of capital to be raised, it must identify potential investors—primarily institutional investors.
Prepare an Offering Memorandum: In order to attract potential investors, a company needs to create a private placement memorandum (PPM). This document is designed to showcase the company’s viability and includes information about its business model, financial statements, the security being offered, the intended use of the proceeds, and the risk factors associated with the capital raise.
Investor Presentations: Offerings are usually presented to potential investors in closed-door meetings. The primary objective of these meetings is to convince investors that the investment opportunity is secure and is likely to generate favorable returns.
Due Diligence Phase: Following the presentation, investors will typically perform their own due diligence on the proposal. This process involves reviewing the offering memorandum, pro forma financial statements, and other relevant financial data to evaluate the investment’s potential risk and return.
Finalize Capital Raise: Once the list of committed investors is collected, the pricing and total number of securities are finalized.
Funds Transfer: Funds transfer marks the concluding step in the capital-raising process, where the committed investors provide the necessary capital to the organization.

Rules and Requirements

Here are some of the most common rules and requirements affecting private placements:

Regulation D: Private placements in the United States are governed by Regulation D, which provides exemptions from registration requirements for certain private offerings of securities. Rule 506 of Regulation D is the most commonly used exemption for private placements.
Accredited Investors: Private placements can only be sold to accredited institutional investors or individuals meeting certain income or net worth requirements
Limited Disclosure: Companies engaging in private placements are not required to provide the same level of disclosure as those in registered offerings. As a result, investors may have less information to make informed investment decisions.
Filing Requirements: Broker-dealers who sell private placements must meet additional requirements per FINRA and SEC rules. This includes filing offering documents with FINRA’s Corporate Financing Department within 15 calendar days of the sale date.
Due Diligence: Firms must clearly understand their obligations to comply with Regulation BI, which requires broker-dealers to act in the best interest of their customers, provide full and clear disclosure of potential conflicts of interest, and elevate the standard of care when making recommendations to retail customers.
Restrictions on Resale: Securities sold in private placements are typically subject to restrictions on resale, which may limit an investor’s ability to sell the securities.
Investor Qualifications: To be eligible for the private placement exemption, investors must possess a high level of financial expertise or be capable of shouldering the economic risks associated with the investment. They must also agree not to resell or distribute the securities to the public.
Entity Restrictions: There are restrictions on the number of investors and the types of investors that can participate in private placements. These restrictions include limiting participation to accredited investors based on income or net worth, imposing minimum investment amounts, and specifying lock-up periods.

Advantages of Private Placement

Private placement offerings provide a number of advantages that make them attractive to organizations seeking equity financing. Private placement’s streamlined approach not only translates into reduced legal expenses but also expedites the financing process.

With fewer regulatory constraints and a smaller, well-chosen group of investors engaged in private placements, negotiations tend to move swiftly, enabling companies to promptly secure the capital they need. Here are additional benefits associated with private placement offerings:

Fewer Regulatory Requirements: Selling securities through private placements entails less government oversight compared to public offerings. Private placements are managed by Regulation D, which exempts certain private securities offerings from the usual registration requirements. This also means that companies performing private placements have to submit less paperwork and share less information compared to public offerings.
Reduced Cost and Time: Private placements can be a quicker and more affordable financing option for companies. Since there is no need for securities registration, this strategy typically involves fewer legal fees compared to public financing methods. Furthermore, the smaller number of investors involved in the transaction means less negotiation is required before the company can secure funding.
Ability to Remain a Private Company: One of the primary advantages of a private placement is that it allows a company to maintain its status as a private entity. Under Regulation D, companies can sell securities to a carefully chosen group of investors who meet specific criteria. Instead of using a public prospectus, private placements utilize a private placement memorandum, which cannot be widely advertised. This enables companies to raise funds without the need to reveal sensitive information to the public.
Customizable Deals: Private placement deals can be custom-built to meet the issuer’s and investors’ financial goals. This means that companies can structure the deal to meet their specific financing needs, and investors can negotiate favorable terms.
Confidentiality: Private placement offers companies greater confidentiality than public offerings. Private placements are offered to a select group of investors, which means that the company can keep sensitive information private.

Disadvantages of Private Placement

While private placements offer some compelling advantages, it’s important to consider the potential drawbacks associated with this form of financing. These disadvantages, though not prohibitive, warrant careful evaluation from all parties involved to ensure informed decisions are made. Here are some of the drawbacks of private placements:

Limited Access to Capital: Private placements are typically offered to a select group of investors, which may limit the amount of money that can be raised. This can be a disadvantage for companies that need to raise a significant amount of capital.
Higher Interest Rates: One major disadvantage of private placement is that bond issuers will frequently have to pay higher interest rates to entice investors. Because privately placed bonds aren’t assigned credit ratings, it can be trickier for investors to assess the investment risk, which can lead to higher interest rates.
Regulatory Requirements: Although private placements are less regulated than public offerings, they still require compliance with applicable securities laws and regulations. This can be a disadvantage for companies that are not familiar with these regulations and may require additional legal and accounting resources.
Dilution of Ownership: Private stock placements can result in the dilution of ownership for existing shareholders. This can be a disadvantage for companies that want to maintain control over their ownership structure.
Lack of Liquidity: Private placements are not traded on public exchanges, which means that investors may have difficulty selling their securities if they need to liquidate their investments. This can be a disadvantage for investors who require liquidity.
More Demanding Investors: Private placement investors are typically more demanding than those in public offerings. They may require higher returns to compensate for the additional risk they take on.

Examples of Private Placements

Private placement encompasses a spectrum of investment scenarios, ranging from contributions made by angel investors, institutional investors, and venture capitalists supporting the growth of a company. Here are some examples of private placements:

When a startup obtains $200,000 in exchange for a share of their business, it’s often the result of a private placement aimed at high-net-worth individuals, commonly known as angel investors.
When an organization raises $10 million in a Series A funding round, it signifies a private placement, frequently attracting multiple venture capital firms.
When a hedge fund secures $10,000,000 from various institutional investors and promptly files Form D with the SEC within 15 days of completing the sale, this constitutes another form of private placement.

Balancing Risk and Reward in Private Placement Investing

Private placement investing is a versatile and potentially lucrative strategy for organizations and investors alike. This strategy offers a host of advantages, such as reduced regulatory oversight, cost-efficiency, and customization options, which can be particularly appealing to businesses in need of capital and investors seeking flexible opportunities.

As with any investment strategy, it is crucial to weigh the potential advantages against the potential drawbacks. Successful private placement investing demands careful planning, due diligence, and a clear understanding of associated risks.

As with any financial decision, it is essential to consult with experienced professionals and consider individual circumstances when determining if a private placement investment structure aligns with a business’s or investor’s goals.

Additional Resources

Capital Structure

High Net Worth Individual (HNWI)

IPO Process

Types of Due Diligence

See all valuation resources

See all equities resources