The documents in a private offering do two jobs: they record the deal, and they tell the investor what the investor is buying and what could go wrong. The firm prepares both kinds and keeps them consistent with the exemption the offering relies on.
Term sheets
A short, mostly non-binding summary of the deal: the security, the price or cap, the amount, and the main investor rights. It is the document investors and founders negotiate before the full paperwork is drafted.
Subscription agreements and investor questionnaires
The subscription agreement is the investor’s commitment to buy and the company’s agreement to sell, with the investor’s representations about eligibility. The questionnaire documents accredited status and other facts the exemption requires the company to know.
Offering memoranda and disclosure
Depending on the exemption and the investors, the company may need a private placement memorandum describing the business, the use of proceeds, the terms, and the risks. Even when a formal memorandum is not required, the company must not mislead investors, and written disclosure protects the company later.
Filings
Most exempt offerings require a notice filing with the Securities and Exchange Commission after the first sale, and some require state notices. The firm calendars and prepares them. See Securities Compliance.
Contact the office to prepare or review offering documents.