Private Placements
Specialized services for private securities offerings and investments
Strategic Private Placement Solutions
Private placements offer businesses an efficient way to raise capital without the regulatory burden and expense of a public offering. At Lighthouse Legal Counsel, our attorneys provide comprehensive guidance through all aspects of private securities offerings, helping you structure transactions that meet your funding needs while maintaining compliance with securities laws.
Our team has extensive experience with various private placement structures and exemptions, including offerings to accredited investors, strategic partners, and institutional investors. We work closely with you to develop a capital-raising strategy aligned with your business objectives and regulatory requirements.
Our Private Placement Services Include:
Offering Structure & Strategy
We help you determine the optimal offering structure based on your capital requirements, investor profile, timing considerations, and regulatory constraints. Our team advises on securities exemptions, pricing, terms, and overall strategy to achieve your funding objectives.
Private Placement Memoranda (PPM)
We prepare comprehensive offering documents that provide potential investors with the information needed to make informed investment decisions while satisfying disclosure requirements. Our PPMs are tailored to your specific offering and include risk factors, business descriptions, and terms of the securities being offered.
Subscription Agreements & Investment Documents
We draft and negotiate subscription agreements, investor questionnaires, and other investment documents that establish the terms of the investment relationship and verify investor qualifications under applicable securities exemptions.
Securities Exemption Compliance
We guide you through compliance with applicable exemptions from registration requirements, including Regulation D (Rules 506(b) and 506(c)), Regulation S for offshore offerings, Rule 144A for qualified institutional buyers, and state "blue sky" laws.
SEC and State Filings
We prepare and file required notices and forms with the SEC (such as Form D) and state securities regulators to satisfy filing requirements associated with your private placement.
Investor Communications
We help you develop appropriate investor communication strategies and materials to support your capital-raising efforts while maintaining compliance with securities laws, including guidance on solicitation limitations and presentations.
Post-Closing Compliance
We advise on ongoing compliance obligations following the completion of your private placement, including investor reporting requirements, resale restrictions, and subsequent financing considerations.
Common Private Placement Exemptions
Understanding the available exemptions is crucial for structuring a compliant private placement:
Rule 506(b) of Regulation D
Allows unlimited capital raising from accredited investors and up to 35 sophisticated non-accredited investors. Prohibits general solicitation and advertising.
Rule 506(c) of Regulation D
Allows general solicitation and advertising but requires all investors to be accredited investors with enhanced verification of accredited status.
Regulation S
Provides a safe harbor for offerings conducted outside the United States to non-U.S. persons, exempt from SEC registration requirements.
Rule 144A
Facilitates the resale of restricted securities to qualified institutional buyers (QIBs), typically used for larger private placements.
Planning a Private Placement?
Schedule a consultation with our securities law team to discuss your capital-raising objectives and how we can help structure a compliant private placement.
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