Private placement

Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors. Investors involved in private placements are usually large banks, mutual funds, insurance companies, and pension funds.

Investopedia Says:
Since a private placement is offered to a few, select individuals, the placement does not have to be registered with the Securities and Exchange Commission. In many cases detailed financial information is not disclosed and a the need for a prospectus is waived. Finally since the placements are private rather than public, the average investor is only made aware of the placement usually after it has occurred.

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Or PRIVATE PLACEMENT investment or business offered for sale to a small group of investors, generally under exemptions to registration allowed by the Securities and Exchange Commission and state securities registration laws. See also Regulation D.

Sale of an entire issue of securities to a small group of investors. Also known as direct placement. Private placements to 35 or fewer investors are exempt from Securities and Exchange Commission registration requirements, under the Securities Act of 1933. Investments with tax shelter provisions do, however, have to be registered, as required by the Deficit Reduction Act of 1984. In a private placement transaction, the buyer or buyers sign an Investment Letter stating the securities will not be resold for a specified period of time, normally two years. Buyers of private placements include banks, savings and loans, and large institutional investors, such as insurance companies, mutual funds, and pension funds. A proposed SEC rule, Rule 144A, establishes a safe harbor for resale of privately sold securities to institutional investors, without the need to comply with the registration requirements of the Securities Act of 1934.

An investment or business offered for sale to a small group of investors, generally under exemptions to registration allowed by the Securities and Exchange Commission and state securities registration laws.
Example: The Syndicator prepared a private offering of the Equity in the apartments. Up to 35 persons are allowed to participate in the purchase. If more persons are allowed, the Syndicator must register a Public Offering with the state securities commissioner or the U.S. Securities and Exchange Commission (SEC).

Generally, any sale of securities in a corporation not subject to registration requirements under the Securities Act of 1933. Transactions by an issuer not involving any public offering are exempt. 15 U.S.C. §77d(2). These include placements with large institutional investors such as insurance companies and pension funds, securities issued to key employees of a company, and securities issued to acquire the stock of a closely held corporation. The Securities and Exchange Commission has general authority to issue regulations concerning exempt transactions and is specifically authorized to issue regulations exempting offerings if the aggregate amount of the securities to be sold does not exceed $5,000,000. 15 U.S.C. §§77c(b) and 77s. The SEC issued regulation d in 1982, under which offerings of various amounts of securities are exempt from registration if they meet specific requirements, the most important of which is that the purchasers of the securities be accredited investors, that is, an institutional investor such as a bank, an insurance company, a pension fund, or a charitable foundation with assets of at least $5 million; a director or officer of the issuer; an individual with a minimum net worth of $1 million or a minimum annual income of $200,000; or an individual who purchases at least $150,000 of the securities offered, provided that the purchase does not exceed 20 percent of his net worth. Rule 501. If the securities issued total less than $5 million, then up to 35 of the purchasers do not have to be accredited investors. Rule 505. See 17 C.F.R. 230.

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A '''private placement''' (or non-public offering) is a funding round of securities which are sold without a initial public offering, usually to a small number of chosen private investors.^[1] In the United States, although these placements are subject to the Securities Act of 1933, the securities offered do not have to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulated thereunder. Private placements may typically consist of stocks, shares of common stock or preferred stock or other forms of membership interests, warrants or promissory notes (including convertible promissory notes), and purchasers are often institutional investors such as banks, insurance companies or pension funds.

References

1. ^ Comptroller of the Currency Administrator of National Banks (March 1990) (in English). Private placements: Comptroller's Handbook. US Department of the Treasury. http://www.occ.treas.gov/handbook/PrivatePlace1.pdf. Retrieved 2009-06-13. 

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