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The private placement memorandum [Writing
Posted on January 7, 2013 @ 11:14:00 AM by Paul Meagher

After an investor contacts you and have exchanged initial pleasantries, the investor might ask your for a memorandum of offer, also called a private placement memorandum (PPM). They might ask you for such a document as part of the due diligence required to finalize any deal with you. You have the option of getting an attorney to put one together for you. The advantages of doing this are that an experienced corporate lawyer will know what should be in the document and will include all necessary legal provisions to protect the parties involved. The downside it that this might cost more money than you are prepared to fork over, especially, if you are looking for capital in the first place.

Another option is to find a site that offers downloadable PPM templates (often in Microsoft Word format). Usually these PPM templates are not free and include generic legalese that you can chose to incorporate into your document or not. Purveyors of such templates will generally add a disclaimer that you should have an attorney review the final document; supposedly saving you money because the lawyer only has to review the document and not create it from scratch.

A final option is the do-it-yourself approach in which you use your own common sense to figure out what sections should be included in your PPM document and you add a few paragraphs to address each major section of the PPM document. I'm by no means an expert on developing such PPM documents so what follows is some cobbled together information on what should be included in such documents. Some templates want you to include your business plan as part of the document but my feeling is that this should be a separate document or you risk having a document that is too long for an investor to want to read. Also, I think you can forgo alot of the legalese that makes for an unreadable bloated document and use plain english when you complete each section. Include a legalese section at the end if you want rather than bloating the document with it.

So here are some sections that you might want to include in your memorandum of offer document. The document is designed to give the investor a clear sense of the current and future financial state of the company. It provides key information that an investor will need in order to conduct due dilligence on your company prior to making an investment. It is a disclosure document where you reveal your companies financials and operational data so the expectation is that you are being completely honest and are not leaving out any financial or risk data that may later come back to bite you or the investor. As a "memorandum" it should not be an overly long document; 10 pages or less would be best if you want the investor to read it and respond quickly. You can cherry pick parts out of your business plan to include in this document if you want.

So here is one suggested structure for the document contents:

  1. Summary: Synopsis of the offer and the type of company making the offer.
  2. Risk Factors: Disclose any risk factors relevant to the offer or the company.
  3. Use of Proceeds: Describe in specific terms how the money will be used.
  4. Capitalization: Where is the company at finanically. Company assets and liabilities.
  5. Dilution: Disclose whether other investors have a stake in the company.
  6. Selected Financial Data: Provide some financial data regarding the company and the product/service offering.
  7. Analysis of Financial Condition and Results of Operations: Provide some insight into the financial state of the company, historical revenues, projected revenues, costs associated with the operation.
  8. Business: Provide some market/competitive data regarding the proposed product/service offering.
  9. Management: Provide information about the Management team. Include compensation amounts if relevant.
  10. Principal Stockholders: List any persons, companies, or major partners with a stake in the company.
  11. Description of Securities: Provide a formal characterization of the what is being offered to investors. If you are selling a part of your company as so many shares at a given price, then this is the place to spell that out.
  12. Terms of the Offering: Describe any specific conditions or restrictions on the offering.
  13. Legal: Add any legal disclaimers or terms of use here.

I encourage you to google "private placement memorandums" and based on your own research refine what I am suggesting should be included in a PPM. The important point is to have a document that investors can refer to in order to gain a better understanding of the offer and the financials of the company.


Principles of effective writing [Writing
Posted on January 3, 2013 @ 03:49:00 PM by Paul Meagher

I've been looking for a good business writing book, and my searches suggested that "Writing That Works" (2000) by Kenneth Roman and Joel Raphaelson was worth looking into. Chapter 2 of that book is called "Don't Mumble - and Other Principles of Effective Writing". It discusses in detail the following 18 writing principles:

  1. Make the organization of your writing clear.
  2. Use short paragraphs, short sentences - and short words.
  3. Make your writing active - and personal.
  4. Avoid vague adjectives and adverbs.
  5. Use down-to-earth language.
  6. Be specific.
  7. Choose the right word.
  8. Make it perfect.
  9. Come to the point.
  10. Write simply and naturally - the way (we hope) you talk.
  11. Strike out words you don't need.
  12. Use current standard english.
  13. Don't write like a lawyer or bureaucrat.
  14. Keep in mind what your reader doesn't know.
  15. Punctuate carefully.
  16. Understate rather than overstate.
  17. Write so you cannot be misunderstood.
  18. Use plain English even on technical subjects.

Effective business writing is required throughout the process of obtaining funding for your project. Effective writing is required to state your idea in the form of an investment proposal and then it will be required in various supporting documents and email communications with potential investors. It is worth investing some time into learning how to write better and to use any tools that might support you in doing so. Kenneth and Joel advocate for improved business writing skills in this way:

The only way some people know you is through your writing. It can be your most frequent point of contact, or your only one, with people important to your career–major customers, senior clients, your own top management. To those women and men, your writing is you. It reveals how your mind works. Is it forceful or fatuous, deft or clumsy, crisp or soggy? Readers who don’t know you judge you from the evidence of your writing.

I've created a blog category called "Writing" and filed this blog under that category. I hope to return often to the issue of business writing with additional writing tips and discussion of the different types of business documents that you might want to prepare in your quest for funding.




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