Private Placements

We handle private placements for companies seeking non-institutional early and growth stage capital, fund advisors who create new real estate, private equity and hedge funds, affiliates of broker-dealers who create proprietary investment funds marketed to their clients and clients of other broker-dealers and registered investment advisors, and for investment bankers who market PIPEs for growing publicly-held companies. We typically recommend and almost exclusively handle private placements solely to accredited investors pursuant to Regulation D Rule 506. Other private placements we handle are Rule 144A private placements solely to qualified institutional buyers and Regulation S offerings made and offered solely offshore. We assist the client in structuring and creating the proper security for the transaction, preparing the private placement memorandum or other offering document, preparing the subscription agreement, investorpartnership agreement, limited liability company operating agreement and other documentation governing the security and the relationship between the investors and the issuer, and we file necessary documentation withthe Securities and Exchange Commission and the state securities law administrators in the various states in which the state blue sky laws require filing. We have handled deals in many shapes and sizes and in many industries, including:

private placement of preferred equity securities to provide capital to a provider of fixed wireless and satellite broadband Internet services focused on the non-urban and rural areas of Canada
private placement of limited liability company interests in an investment fund organized to provide start-up capital to a high technology, sound wave company
private placement of limited partnership interests in a Florida-focused real estate private equity fund
private placement by a closed end, single asset private equity fund, the proceeds of which, together with a co-investment by an established private equity fund, were used to purchase preferred equity issued by an accounts receivable management company, whose clients include the Department of Educatio