239-231-5509 (cell/texts)
[email protected]

Creating a Private Placement Memorandum

Private Placement Memorandum Preparation $3,600

Fee Includes Preparation of these Offering Documents

  • Private Placement Memorandum – 60 + – pages
  • Subscription Agreement – 20 + – pages
  • Operating Agreement – 20 + – pages
  • Investor Questionnaire – 1 page
  • Once you sign off on what you will offer your investors the documents will be ready in 10 business days.

The Fee also includes:The Private Placement Memorandum that we will create, also incorporates an investor solicitation strategy utilizing a Google AdWords campaign. As you will learn, this strategy is very affordable and will successfully draw out prospective investors to seek your information. If you don’t have an “investor prospect list” this feature of our Offering documents preparation is critical for you.
For more information: Go to “Finding Investors”.

Structuring Your Private Placement Deal.

Before soliciting or accepting money from any investors you must first provide them with your Private Placement Memorandum aka Offering Documents. It is your responsibility to provide all the “material information” necessary for prospective investors to make an informed decision. The first step you need to take in the process of finding investors and raising capital is to decide “what deal will you offer investors”? If you can’t get past creating a compelling deal, then everything else you do will be a waste of your time and money. Our job is to assist you in creating the best possible deal you can provide investors as an incentive for them to write you an investment check.

Investors & Raising Capital

Ultimately what will convince an investor to write you a check will be the deal you are offering them. Risk / Reward. Our process is to review with you the hundred or so items that need to be considered and decided before the preparation of the Private Placement Memorandum documents. Many of these decisions are anticipatory of your prospective investor’s questions and concerns that you will need to address within your Offering Documents. The preparation of the Private Placement Memorandum, Subscription Agreement, Investor Questionnaire, and Operating Agreement is a complicated process. When we are done, you will understand exactly what terms you are committing to and why. We will provide you with an explanation of the pros and cons of each of your potential decisions. At the completion of this process, all your decisions will be made from an informed position. Most important to remember is that whatever you decide during this process you must own. You will become contractually responsible for all your representations.

Whether you are raising investor funds through the sale of equity or bonds you will find that Regulation D Rule 506(c) or Rule 506(b) will apply.

IMPORTANT INFORMATION…..For Differences between Rule 506(b) v Rule 506(c) ….

The majority of our clients need to find investors for their projects. In these cases, we explain that the preparation of their Private Placement Offering Documents in compliance with Rule 506(c) will provide them the opportunity to advertise for investors. We will explain this further as the deal structure is discussed.

What’s in your DEAL?

To properly educate a prospect to the details of your project takes a great deal of time; several hours at the minimum. You cannot sit down with every potential investor and tell them your story. You need to offer prospects a deal structure in which the key points can be pitched in a 5-minute telephone call an email or through your website. Creating a “deal” that is both financially attractive and makes them “want to” read the investor documents. There are many ways to conceptualize and structure a deal that will create excitement with prospects. Remember, your deal must provide sufficient incentive for the prospect to read your Offering documents.
There are hundreds of different issues or possibilities that need to be considered in the structuring of the Offering Documents. Such as:

  • Investor Exit Options.
  • Do you organize as an LLC, LLP, LP, Sub S or C Corp?
  • Voting or nonvoting?
  • Equity or debt and what it means to you.
  • Preferred -Common – Debentures -implications of each.
  • How to solicit Investors or different methodologies in identifying and reaching out to investors.
  • Pricing your Offering.
  • How much of the company ownership should you offer investors?
  • Offering $$$ amount?
  • Complying with Federal Securities Laws – Regulation D – Rule 506(c) or Rule 506(b).
  • For example, an option you can offer Investors is to pay an annual dividend.

In each of the above there are pros and cons on whether to offer these benefits or not. We will discuss.

A very important key to successfully raising capital is to anticipate the investor’s needs and questions so that the answers are part of your presentation. Anything that is material to an investor’s decision must be in writing and made a part of the Private Placement Memorandum. This is especially true of all aspects of the deal and any commitment you make to Investors.

Our fee for preparing your Private Placement Documents is $3,600. This fee is all-inclusive and includes assisting you in Structuring the Deal. Once you have decided on the terms you intend to offer your investors, the following documents will be prepared within 10 business days.
Private Placement Memorandum – 60 + – pages
Subscription Agreement – 20 + – pages
Operating Agreement – 20 + – pages
Accredited Investor Questionnaire – 1 page

During our conversations, we will explain in detail how to incorporate the strategy in your Offering to “Find Investors”. Actually it’s more accurate to say it is a strategy desgned for the investors to find you.

No Charge for 30 minute Consultation.
Mr. Lance Shields
365 Fifth Avenue South / Suite 200
Naples, Florida 34102

[email protected] /
(Landline) 239.300.9725 – (cell/texts) 239-231-5509

Office hours: 9:00 – 5:00 Eastern
Copyright © ShiCap, Inc 2023

Have a question?

(Landline) 239-300-9725

(Cell/Texts) 239-231-5509

Email Us at [email protected]