Offering Memorandum

Updated on April 4, 2024
Article byNanditha Saravanakumar
Edited byNanditha Saravanakumar
Reviewed byDheeraj Vaidya, CFA, FRM

What Is an Offering Memorandum? 

An offering memorandum in investment banking refers to a legal document that provides information to potential investors when a company is issuing securities in a private placement. The document generally includes information about the company’s business, financial performance, risks involved in the investment, and other important details about the investment opportunity.

Offering Memorandum

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Also called a private placement memorandum (PPM), investment bankers mainly create it on behalf of the issuing company. Its primary purpose is to act as a brochure for selected potential investors. However, offering memorandums are typically only available to a limited number of investors, such as accredited investors or institutional investors, which can limit the pool of potential investors for a company.

Key Takeaways

  • Offering memorandums is a comprehensive source of information for potential investors in a private placement offering. 
  • It includes information such as the company’s business operations, financial condition, management team, market position, and financial projections, as well as details about the terms of the offering, including the amount being raised, the price per share, and the use of proceeds.
  • Offering memorandums are subject to various securities laws and regulations, such as those issued by the Securities and Exchange Commission (SEC).

Offering Memorandum Explained 

The offering memorandum’s origin can be traced back to the early days of capital markets when companies first sought to raise capital from private investors. To attract investors and provide them with information about the company and the terms of the offering. These documents, often referred to as prospectuses, served as the precursor to modern-day offering memorandums.

The concept of the offering memorandum as we know it today emerged in the 20th century, as regulatory requirements for capital raising activities became more stringent. To comply with these regulations, companies would prepare detailed documents that provide information about the company, the terms of the offering, and the risks associated with investing. These documents often called private placement memorandums or simply “PPMs,” became known as offering memorandums.

Today, offering memorandums are an essential component of private placement offerings, serving as a comprehensive source of information for investors and helping companies to attract capital from private investors. They play a crucial role in the private placement process, helping investors to make informed decisions about whether to invest in a company and providing companies with a tool to raise capital.

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Examples

Let’s discuss a few examples of offering memorandum.

Example #1

A technology startup is looking to raise capital to fund its product development and marketing efforts. Instead of going public, the company decides to raise capital through a private placement by selling shares of its stock to a select group of accredited investors. To attract these investors, the company prepares an offering memorandum that provides detailed information about the company’s business, its management team, its financial condition, the terms of the offering, and other important information. The offering memorandum is then provided to the potential investors to help them make an informed decision about whether to invest in the company.

Example #2

A startup called “TechCo” is looking to raise $5 million in capital through a private placement. The company prepares an offering memorandum to provide potential investors with information about the company and the terms of the offering. The following is a simplified example of the information contained in the offering memorandum:

  • Overview Of TechCo: TechCo is a software company developing innovative technology solutions. The company has a team of experienced professionals and has generated $1 million in revenue in the past year.
  • Financial Information: TechCo has $2 million in assets and $1 million in liabilities, giving it a net worth of $1 million. The company seeks to raise $5 million in capital to fund its growth and expansion.
  • Terms Of The Offering: TechCo is offering 2 million shares of its stock for sale at $2.50 per share. The company will use the proceeds from the offering to fund its growth and expansion.
  • Use Of Proceeds: The company intends to use the proceeds from the offering to invest in research and development, expand its marketing efforts, and hire additional employees.
  • Risks: The offering memorandum also includes information about the risks associated with investing in TechCo, such as the risk that the company may not be able to generate sufficient revenue to repay the investment or the risk that the company may not be successful in the competitive technology industry.

It is just a simplified example, and the actual content of an offering memorandum can vary depending on the company and the terms of the offering. 

Template

The SEC provides guidance on the type of information that should be included in an offering memorandum, and investment bankers typically use this guidance to prepare a document that meets the needs of the specific offering. 

Generally, the template of an offering memorandum can vary depending on the specific circumstances of the offering and the requirements of the jurisdiction in which the offering is being made. However, a typical offering memorandum template would include the following sections:

  • Introduction: This section provides an overview of the company, its business, and the purpose of the offering.
  • Business and Industry Overview: This section provides a general overview of the company’s business and the industry in which it operates.
  • Management Team: This section provides information about the company’s management team, including their experience and qualifications.
  • Products and Services: This section provides information about the company’s products and services, including a description of how they are offered and the target market.
  • Financial Information: This section provides financial information about the company, including historical financial statements and a discussion of the company’s financial condition.
  • Marketing and Sales: This section provides information about the company’s marketing and sales strategy, including its target market and key sales channels.
  • Operations: This section provides information about the company’s operations, including its facilities, equipment, and suppliers.
  • Capitalization: This section provides information about the company’s capitalization, including its capital structure and outstanding debt.
  • Offering Details: This section provides information about the terms of the offering, including the size of the offering, the price of the securities, and the use of proceeds.
  • Legal Matters: This section provides information about the legal aspects of the offering, including any regulatory approvals required, any legal proceedings, and any material contracts.
  • Risk Factors: This section provides information about the risks associated with the offering and the investment, including any potential risks related to the company, industry, or market.
  • Conclusion: This section summarizes the information in the offering memorandum and why the company believes the offering is a good investment opportunity.

It is a general template, and some offering memorandums may include additional sections. In contrast, others may include only a subset of the sections listed above, depending on the specific circumstances of the offering.

Offering Memorandum vs Prospectus

An offering memorandum and a prospectus are disclosure documents that provide information to potential investors about a securities offering, but they serve different purposes and have different audiences.

  • An offering memorandum is a document private companies use to raise capital through a private placement offering. It provides detailed information about the company.
  • On the other hand, a prospectus is a document used by public companies to sell securities to the public through an initial public offering (IPO) or a secondary offering. It provides information about the company, its financial condition, the terms of the offering, and other important information to the general public. Prospectuses are required by securities regulators and are publicly available.

In summary, an offering memorandum is used by private companies in private placements. It is provided to a select group of eligible investors, while a prospectus is used by public companies in public offerings and is provided to the general public.

Frequently Asked Questions (FAQs)

Is offering memorandum a contract?

An offering memorandum can be a legally binding contract between the issuing company and the investor. The document typically sets out the terms and conditions of the investment, including the rights and obligations of both the company and the investor. For example, suppose the investor decides to invest in the company. In that case, they will typically be required to sign a subscription agreement confirming their acceptance of the terms in the offering memorandum. Once both parties have signed the agreement, the investment becomes a binding contract.

Is an offering memorandum a public document?

It is typically not a public document. It is usually a confidential document provided only to a limited number of potential investors. The information in an offering memorandum is considered sensitive and is typically subject to confidentiality agreements prohibiting recipients from disclosing the information to third parties. In contrast, a public offering memorandum, which is used in public offerings, is a publicly available document.

What are the disadvantages of offering a memorandum?

Creating an offering memorandum can be a time-consuming and expensive process, as it requires the involvement of investment bankers, lawyers, and other professionals. In addition, it can be complex and difficult to understand, particularly for individual investors who may not have a background in finance.

This has been a guide to what is Offering Memorandum. We explain it in detail with its template, examples, and comparison with a prospectus. You can learn more about finance from the following articles –