Private Placement Memorandum (PPM)

A private placement memorandum (PPM) is a document that is creating by a company and its legal advisors as part of a private offering (i.e., a capital raise) made by the company to a group of potential investors. The document is circulated to the potential investors with, most often, an accredited investor questionnaire and a subscription agreement. The PPM contains a thorough and detailed explanation of the company, its operations, financials, key individuals, products or service, ample risk disclosures, and some explanation of the potential use of the funds seeking to be raised, among other information. Each potential investor receives his or her own unique PPM, separately numbered. PPMs are most common in Rule 506(b) offerings where the investors are accredited investors. Drafting up a PPM can be a long and expensive process. As a result, many young companies seek to raise capital in other ways initially, such as from friends and family, including taking on loans from those individuals. Other young companies will seek loans from professional investors, referred to as angel investors, who often agree to fund young startups with convertible debt before the company is mature enough to make a formal offering to a group of investors as part of a private placement.