Orrick Library Seminar: Structuring a PPM for Private Offering and Sale of Securities: How Not to Foul up Your Capital Raise (Session 1)

The Orrick Library Seminar Series

Seminar | November.06.2018 | 12:30pm - 2:00pm (Hong Kong Time)

Orrick Hong Kong

In private offerings, the issuer should give investors written disclosures containing material facts about the offering, the issuer and the risks associated with the investment. This document is usually called a Private Placement Memorandum (PPM).

PPM disclosures are often similar to disclosures required in registration statements for registered offerings of securities. That is why registration statements for companies or funds in the issuer's industry can be a helpful reference. A formal PPM seeking investments from U.S. investors must meet the disclosure requirements of Reg D, while a hedge fund or private equity fund PPM seeking investments from Hong Kong "professional investors" must meet the updated requirements of the Fund Manager Code of Conduct.

Listen as Scott Peterman walks you through the ins and outs of drafting and reviewing the PPM for the private sale and solicitation of securities with special attention to dos and don'ts. The seminar will also use numerous examples to show why many managers and companies conducting a capital raise fail to raise capital.

Whether you're raising capital for your hedge fund or private equity fund, or simply trying to close a financing round or Series A investment for your FinTech start-up, you'll want to attend this seminar, which is appropriate for professionals working in the Venture Capital, Hedge Fund and Private Equity spaces.

Please join us for an interactive session to discuss the following topics:

Overview of Regulatory Framework: Hong Kong; United States Reg D, Rule 506, Rule 502

Essential Elements of a PPM

  • Dual Purpose of a PPM
  • Drafting Tips – Don't Make Your PPM Sound Like "Sir Percy"

Determining Materiality for Disclosure: Materiality Checklist

Assessing Relevant Risk Factors – Why Do We Need Risk Factors?

  • Common Rules of Thumb

CPT/CLE Credit

1 CPT/CLE credit is being accredited for this seminar. No CPD point will be accredited.

To register, please provide your name, company, title and email address at the above link by 1 November 2018.

Seats are available on a first-come, first-served basis. Walk-ins will not be accepted on the day of the seminar.

For questions about the seminar, please contact Joyce Chan at +852 2218 9221 or [email protected]

CLE Credits Available: Y