The Private Placement Memorandum, done right.
Why do sophisticated investors ask for your PPM before they ask for your pitch? Because the memorandum is where a raise stops being a promise and becomes a legal offering. A defensible PPM discloses the deal, the risks, and the economics so investors can say yes and stay protected, and so can you.
What a PPM actually contains
A private placement memorandum is the disclosure document for your exempt offering. Investors and their counsel read it before wiring, and lenders increasingly ask for it in acquisition files.
- Offering terms: securities offered, price, minimums, use of proceeds
- Risk factors specific to your asset and structure, not boilerplate
- Management bios and track record (E-E-A-T for investors)
- Conflicts, fees, and distribution waterfall
- Subscription procedures and investor qualification standards
PPM cost: attorney-only vs integrated build
A securities attorney will typically draft a PPM for $15,000 to $40,000 and stop there. You still need the subscription agreement, the operating agreement, the financial model, and the data room investors expect alongside it. We deliver the memorandum inside a complete raise package, drafted compliance-ready with paralegal review, and your own counsel is welcome to review every page.
How fast can a PPM be ready?
The entity and core structure can stand up in as little as two weeks; a complete raise-ready package including the PPM typically comes together in four to six weeks, driven mostly by how quickly you turn around your inputs. If a live deal has a hard closing date, the sequence runs backward from that date.
Scope of work
Straight answers.
The questions dealmakers ask about this before they book.
Regulation D does not always mandate a PPM for accredited-only raises, but anti-fraud rules always apply, and a properly drafted memorandum is your primary protection when an investor later claims they were not told a risk. Any raise that includes non-accredited investors under 506(b) effectively requires full disclosure documents.
Standalone securities counsel typically runs $15,000 to $40,000 for the memorandum alone. Integrated providers like Raises.com deliver the PPM inside a complete raise package (subscription and operating agreements, CFA-built model, data room) at a fraction of standalone legal fees.
Yes, and we encourage it. Documents are drafted compliance-ready specifically so your counsel can review efficiently instead of drafting from zero.
Typically inside the four to six week window for the complete raise package, with expedited tracks when a closing date demands it.
Here is how we structure it.
Entity, offering documents, CFA-built model, data room, then debt and equity introductions. Flat fee, no percentage of your raise. Map your deal on a strategy call.