Private Placement Process and Documents
Chapters in this video
- 0:00 Private placement versus public offering: what stays the same, what changes
- 1:28 The teaser as anonymous profile, then the NDA as VIP pass
- 2:26 Contract trap: placement agent agreement versus subscription agreement
- 3:27 Eight-step deal flow from engagement to Form D filing
- 5:17 Liability showdown: PPM anti-fraud versus prospectus strict liability
- 6:24 Rapid-fire exam recap: five testable takeaways
What this video covers
- How the private placement workflow mirrors a registered offering for core deal activities, then diverges completely on regulatory layer and document set
- The purpose and sequence of the teaser, non-disclosure agreement (NDA), private placement memorandum (PPM), term sheet, subscription agreement, and Form D filing
- Which party signs which contract: the placement agent agreement between banker and issuer versus the subscription agreement between investor and issuer
- Why non-binding soft circles precede locked terms and binding subscription agreements in the chronological deal flow
- The 15-day Form D filing deadline measured from the first sale, defined as the irrevocable commitment when the subscription agreement is signed, not the closing
- Why the PPM carries general anti-fraud liability rather than registration-statement strict liability, and what that means for format flexibility and disclosure standards
- The side-by-side comparison of PPM versus public prospectus on SEC filing, review, and liability dimensions
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