Private Placement & Capital Raise Transactions
Peter P. Lindley, P.A. advises Boca Raton companies, real estate ventures, issuers, and founders on private placement and capital raise transactions. Regulation D exempt offerings, including Rule 506 private placements, allow companies to raise investor capital without a registered public offering when the transaction is properly structured, disclosed, and documented under federal and state securities law.
Why Choose Peter for Private Placement
An SEC Regulation D offering of an entity’s securities (stock, limited partnership interests, limited liability company interests, etc.) is a streamlined alternative to raising capital from investors in the public capital market compliant with State and Federal securities laws without incurrence of the greater legal and compliance costs involved in a formal IPO under the Securities Act. Peter P. Lindley, P.A. provides legal services for the documentation of SEC Regulation D exempt offering transactions including preparation of Private Placement Memoranda and associated subscription documentation. The Private Placement Memorandum, or “PPM”, serves to disclose essential information to potential investors regarding the issuing company and its securities being offered to enable an informed investment decision. Peter’s background as a CPA, MBA, and former CFO uniquely positions him to prepare offering documents that address not only the legal requirements but also the financial disclosures and projections that provide the basis upon which an investor can make his, her or its investment decision. Peter P. Lindley, P.A. can advise organizations contemplating a private capital raise as a potential financing vehicle and provide all disclosure sufficient to lawfully document such transactions.
A Rare Combination of Expertise
Mr. Lindley maintains his Florida CPA license, having practiced in public accountancy from 1985 through 1990 as a member of two Big 4 CPA firms, KPMG Peat Marwick and Ernst & Young. He subsequently served as CFO in private industry with two private real estate development and services firms before commencing his legal career.
He has represented institutional and private entities in various commercial transactions, as well as borrowers and lenders in real property conveyance and title matters. For private placement work, that background helps align the legal disclosure document with the financial information investors need to evaluate risk, management, use of proceeds, and deal structure.
Who This Helps
- Companies seeking to raise capital without a registered public offering
- Startups and growth-stage businesses preparing Regulation D offerings
- Real estate ventures raising investor capital through private placements
- Issuers needing Private Placement Memorandum preparation and securities compliance
- Organizations evaluating exempt securities offerings under Rule 506(b) or Rule 506(c)
- Businesses seeking legal counsel on SEC compliance for capital raises
- Entities offering stock, limited partnership interests, or limited liability company interests to investors
- Boca Raton issuers searching for a private placement attorney who understands financial disclosures
When You Need This Service
- Your company needs to raise capital but wants to avoid the cost and complexity of a registered IPO
- You are preparing a Regulation D private placement and need a securities law compliant Private Placement Memorandum
- You need guidance on whether a Rule 506(b) or Rule 506(c) offering is the right fit for your investor base
- You are structuring a real estate syndication, fund, or joint venture and need securities documentation
- You want to offer securities to both accredited and non-accredited investors under a Rule 506(b) offering with adequate written disclosure
- You are contemplating a Rule 506(c) offering with general solicitation and need to verify accredited investor qualifications
- You need subscription agreements, investor questionnaires, and ancillary offering documents prepared
- You are comparing a private placement, private equity raise, or other exempt offering structure
How We Help You
Our step-by-step approach ensures thorough, efficient service.
Initial Consultation & Strategy
We review your capital raise objectives, business structure, and investor base to determine whether a Rule 506(b) or Rule 506(c) offering is the appropriate Regulation D exemption strategy for your situation.
Offering Structure & Securities Design
Peter designs the securities offering structure, including the type of securities to be offered (stock, limited partnership interests, LLC interests, etc.), investor qualifications, offering size, and the compliance framework under Regulation D.
Private Placement Memorandum Preparation
We prepare a comprehensive, securities law compliant Private Placement Memorandum with detailed disclosures about the issuing company, the securities offered, risk factors, use of proceeds, management, and financial information that potential investors require.
Supporting Documentation
We draft subscription agreements, operating agreements or partnership agreements, investor questionnaires, accredited investor verification procedures (for 506(c) offerings), and other ancillary documents required for the offering.
Compliance, Filing & Ongoing Counsel
We ensure all required SEC filings (Form D) and state blue sky filings are completed in compliance with State and Federal securities laws, and advise on ongoing compliance obligations throughout the offering period.
Frequently Asked Questions
Common questions about private placement.