Private placement

Short description: Funding round for chosen investors

Private placement or non-public offering is a funding round of securities which are sold not through a public offering, but rather through a private offering, mostly to a small number of chosen investors. Generally, these investors include friends and family, accredited investors, and institutional investors.[1] Placement agents help find investors.

PIPE (Private Investment in Public Equity) deals are one type of private placement. SEDA (Standby Equity Distribution Agreement) is also a form of private placement. They are considered to present lower transaction costs for the issuer than public offerings.[2]

Since private placements are not offered to the general public, they are prospectus exempt. Instead, they are issued through Offering Memorandum. Private placements come with a great deal of administration and have normally been sold through financial institutions such as investment banks. New FinTech companies now offer an automated, online process making it easier to reach potential investors and reduce the administration.

## Contents

* 1 In the United States
* 2 Rankings
* 3 References
* 4 External links

## 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 the associated SEC rules put into effect.[3] Most private placements are offered under the Rules known as Regulation D. Different rules under Regulation D provide stipulations for offering a Private Placement, such as required financial criteria for investors or solicitation allowances.[4] Private placements may typically consist of offers of common stock or preferred stock or other forms of membership interests, warrants or promissory notes (including convertible promissory notes), bonds, and purchasers are often institutional investors such as banks, insurance companies or pension funds. Common exemptions from the Securities Act of 1933 allow an unlimited number of accredited investors to purchase securities in an offering. Generally, accredited investors are those with a net worth in excess of $1 million or annual income exceeding $200,000 or $300,000 combined with a spouse.[5] Under these exemptions, no more than 35 non-accredited investors may participate in a private placement.[6] In most cases, all investors must have sufficient financial knowledge and experience to be capable of evaluating the risks and merits of investing in a company.

## Rankings

Equity & Equity-related (AM1) - Q2 2024[update][7] Placement Agents | 2024 Rank | 2023 Rank | Proceeds | Market Sh (%) | Market Share Ch.

|
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|
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JP Morgan & Co  | 1 | 1 | 6,402 | 16.0 | -1.2
Citi  | 2 | 8 | 4,577 | 11.4 | 7.9
Goldman Sachs & Co | 3 | 4 | 4,144 | 10.3 | 1.0
BofA Securities Inc | 4 | 5 | 3,024 | 7.5 | -0.9
Morgan Stanley | 5 | 2 | 2,705 | 6.7 | -6.3
Barclays | 6 | 7 | 2,680 | 6.7 | 3.0
Wells Fargo & Co | 7 | 13 | 1,875 | 4.7 | 2.7
HSBC Holdings PLC  | 8 | 12 | 1,762 | 4.4 | 2.3
TD Securities Inc  | 9 | 35 | 1,004 | 2.5 | 2.2
Mizuho Financial Group | 10 | 9 | 668 | 1.7 | -0.8

Proceeds are year-over-year change in millions of USD. The industry total was $40,106 million.

## References

1. ↑ Comptroller of the Currency Administrator of National Banks (March 1990). Private placements: Comptroller's Handbook. US Department of the Treasury. http://www.occ.treas.gov/handbook/PrivatePlace1.pdf. Retrieved 2009-06-13.
2. ↑ Securities and Exchange Commission (2006). ﻿Frequently Asked Questions About PIPES﻿ (Report). p. 1. https://www.sec.gov/info/smallbus/gbfor25_2006/pinedo_tanenbaum_pipefaq.pdf. Retrieved 30 October 2020.
3. ↑ "Introduction to Private Placements". seclaw.com. http://www.seclaw.com/introduction-private-placements/.
4. ↑ "Regulation D Offerings: 506B vs 506C". AccreditedInvestors.net. 23 June 2014. http://www.accreditedinvestors.net/regulation-d-offerings-506b-vs-506c/.
5. ↑ "SEC.gov - Accredited Investors". sec.gov. 16 July 2012. https://www.sec.gov/answers/accred.htm.
6. ↑ Morgan, Thomas; Lewis and Roca LLP (March 6, 2013). "Raising Capital - What You Don't Know Could Hurt You". The National Law Review. http://www.natlawreview.com/article/raising-capital-what-you-don-t-know-could-hurt-you.
7. ↑ "US Private Placements Q2 2024 (Report)". LSEG. https://thesource.lseg.com/thesource/getfile/index/c08a8037-b776-4b38-9527-4dc161dbb0e9.

## External links

* United States Securities and Exchange Commission (SEC) – Official site

* v
* t
* e

Corporate finance and investment banking

Capital structure|

* Convertible debt
* Exchangeable debt
* Mezzanine debt
* Pari passu
* Preferred equity
* Second lien debt
* Senior debt
* Senior secured debt
* Shareholder loan
* Stock
* Subordinated debt
* Warrant

Transactions
(terms/conditions)|

| Equity offerings|

* At-the-market offering
* Book building
* Bookrunner
* Bought deal
* Bought out deal
* Corporate spin-off
* Equity carve-out
* Follow-on offering
* Greenshoe
* Reverse
* Initial public offering
* Private placement
* Public offering
* Rights issue
* Seasoned equity offering
* Secondary market offering
* Underwriting

|

Mergers and
acquisitions|

* Buy side
* Control premium
* Demerger
* Divestment
* Drag-along right
* Management due diligence
* Managerial entrenchment
* Minority discount
* Pitch book
* Pre-emption right
* Proxy fight
* Post-merger integration
* Sell side
* Shareholder rights plan
* Special-purpose entity
* Special situation
* Squeeze-out
* Staggered board of directors
* Stock swap
* Super-majority amendment
* Tag-along right
* Takeover
* Reverse
* Tender offer

Leverage|

* Debt restructuring
* Debtor-in-possession financing
* Financial sponsor
* Leveraged buyout
* Leveraged recapitalization
* High-yield debt
* Private equity
* Project finance

Valuation|

* Accretion/dilution analysis
* Adjusted present value
* Associate company
* Business valuation
* Conglomerate discount
* Cost of capital
* Weighted average
* Discounted cash flow
* Economic value added
* Enterprise value
* Fairness opinion
* Financial modeling
* Free cash flow
* Free cash flow to equity
* Market value added
* Minority interest
* Modigliani–Miller theorem
* Net present value
* Pure play
* Real options
* Residual income
* Stock valuation
* Sum-of-the-parts analysis
* Tax shield
* Terminal value
* Valuation using multiples

* List of investment banks
* Outline of finance

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