REG D

Private placement involves raising capital by selling to a smaller number of select investors. These investors often include “accredited investors” as defined in Regulation D. In contrast, a public issue or public offering involves making securities available in an open market to a variety of investors.

Federal and state securities laws regulate non-public offerings of securities. However, depending on the investors involved in the private placement, these laws include exemptions from registration allowing companies to raise funds without having to go through a lengthy and expensive registration process.

We regularly walk our clients through this process and help design the best type of structure that requires the least amount of red tape.

Flexibility & Creativity

We have significant experience in coordinating and structuring nonpublic offerings that qualify for exemptions from registration. Through private placement, Randall & Associates uses all types and sizes of privately placed securities including: 

  • Debt

  • Common stock

  • Preferred stock

  • Limited liability company membership interests

  • Warrants

Custom Documents

We are particular about our offering documents when structuring a private offering. Whether the client is a private equity fund, real estate limited partnership or opportunity zone fund, we make sure to get the disclosures, risk factors and other important sections of the agreements right the first time so that they are defendable against any investor claims. Our documents include:

  • Private Placement Memorandums

  • Limited Partnership Agreements

  • Subscription Agreements

  • Qualified Opportunity Zones

  • Operating Agreements / ByLaws

  • Form D and other SEC reporting.