10.4.3. The Private Placement Memorandum and Term Sheet
The private placement memorandum (PPM), sometimes referred to as the offering memorandum, is the private placement equivalent of a prospectus. Like a prospectus, the PPM contains a description of the issuer’s business, capital structure, management, and future plans; a description of the securities being offered, the terms of the offering, and the fees associated with the offering; a statement of the intended use of offering proceeds; and disclosure of risks and other material facts about the investment. An investment bank working on a private placement will assist with due diligence, performing much the same tasks as it would for a public offering, to ensure that the information in the PPM is accurate and not misleading. A PPM is not always prepared for small offerings involving a single