This private placement memorandum template has 5 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our private placement memorandum template:
Submitted To: Copy No.: Date: CONFIDENTIAL PRIVATE OFFERING MEMORANDUM OF [LIMITED PARTNERSHIP NAME] THIS MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN [LIMITED PARTNERSHIP], A [STATE/PROVINCE] LIMITED PARTNERSHIP. DUE TO THE CONFIDENTIAL NATURE OF THIS MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. CONSEQUENTLY, THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER. AN INVESTMENT IN THE [LIMITED PARTNERSHIP NAME] WILL BE SPECULATIVE AND WILL INVOLVE A HIGH DEGREE OF RISK. SUCH RISKS INCLUDE, BUT ARE NOT LIMITED TO, INVESTMENT IN A NEW START-UP VENTURE WITH SIGNIFICANT CAPITAL NEEDS AND EXPENSES, THE ILLIQUIDITY OF THE INVESTMENT, RESPRICTIONS ON TRANSFERABILITY, THE NEED FOR ADDITIONAL CAPITAL, AND OTHER POTENTIAL RISKS WHICH CANNOT BE DETERMINED IN ADVANCE. GENERAL COMMENTS This memorandum sets forth the objectives and method of operation of the Partnership, the principal terms of the Limited Partnership Agreement (the "Partnership Agreement") and certain other pertinent information. However, this memorandum does not set forth all of the provisions and conditions of the Partnership Agreement that may be significant to a particular prospective limited partner. Each prospective limited partner should examine this memorandum and the Partnership Agreement accompanying this memorandum in order to assure himself that the terms of the Partnership Agreement and the Partnership's performance goals are satisfactory to him. The Limited partnership [LIMITED PARTNERSHIP NAME] is a newly formed [STATE/PROVINCE] limited partnership (the "Partnership") whose goal will be to develop and market: [DESCRIBE] [GENERAL PARTNER NAME] (the "General Partner") is the general partner of the Partnership. The General Partner will be responsible for the day-to-day decisions of the Partnership. To date, [LIMITED PARTNERSHIP] has accomplished the following: [DESCRIBE] The [LIMITED PARTNERSHIP NAME] was registered in [STATE/PROVINCE], on [DATE]. The [LIMITED PARTNERSHIP NAME]'s office is located at [ADDRESS], its telephone number is [PHONE NUMBER] and its fax number is [FAX NUMBER]. The Opportunity [LIMITED PARTNERSHIP NAME] believes it has the unique opportunity to [DESCRIBE]. The Offering [LIMITED PARTNERSHIP NAME] will be offering [NUMBER] units (the "Units") to qualified limited partners at a purchase price of [AMOUNT] per unit for an aggregate offering price of [AMOUNT]. This document does not solicit any investment, but is used only to determine if there is an interest in a possible investment. Minimum Initial Subscription The Partnership expects new limited partners to invest at least [AMOUNT] subject to reduction in the sole discretion of the General Partner. Persons who are instrumental in the sale of limited partnership interests may be compensated, by the General Partner at its own expense, [IN CASH/OTHER]. PRICE Prior to commencement of business of [LIMITED PARTNERSHIP], Units will be offered at a price of [AMOUNT] per Unit. Thereafter, Units will be offered at the applicable net asset value per Unit (determined in accordance with the limited partnership agreement, a copy of which is annexed to this Offering Memorandum). RESALE OF THE UNITS Units are not transferable except with the consent of the General Partner. Units are subject to restrictions on resale under applicable securities legislation, rules and regulations, unless a further statutory exemption may be relied upon by the investor or an appropriate discretionary order is obtained from the appropriate securities regulatory authorities pursuant to applicable securities laws. As there is no market for the Units, it may be difficult or even impossible for a purchaser to sell them. However, Units may be redeemed at net asset value (determined in accordance with the limited partnership agreement) at any valuation date provided that the request for redemption is submitted to the General Partner at least [NUMBER] days prior to such valuation date. Use of Proceeds Of the net proceeds to be received from the sale of the Units, approximately [AMOUNT] will be used to [DESCRIBE], approximately [AMOUNT] will be used to [DESCRIBE], and [AMOUNT] will be used for [DESCRIBE]. The balance, if any, will be added to working capital and used for other general operation purposes. Pending such uses, the net proceeds will be invested in short-term, interest-bearing securities or accounts. Illiquidity of Investment in the Partnership Because of the limitation on withdrawal rights and the fact that limited partnership interests are not tradeable, an investment in the Partnership is a relatively illiquid investment and involves a high degree of risk. Eligible PARTNERS Admission as a limited partner in the Partnership is not open to the general public. Subscriptions will be accepted only from "accredited partners" who meet appropriate suitability standards, determined by the General Partner.
