Offering Memorandum: What's Included, What's Their Purpose (2023)

Whatisan Offering Memorandum?

An offering memorandum, sometimes called a private placement memorandum, is a legal document issued to potential investors in a private placement deal. It states the deal terms and conditions of the investment opportunity including potential risks and liabilities.

An offering memorandum provides a potential investor with relevant information about a company like in depth financial statements, financial performance, management biographies, description of business operations, and any other information that will help an investor perform due diligence.

Generally, a business owner will hire an investment banker to draft the offering memorandum. The memorandum is a legally binding document and must adhere to the Securities and Exchange Commission (SEC) laws.

Purpose of anOffering Memorandum

The main purpose of an offering memorandum is for business owners of privately held companies to attract investors. The memorandum generates interest by allowing a potential investor to understand the risks, returns, operations, and capital structure of a business.

Offering Memorandum are often used for investment opportunities from:

  • Exempt market dealers
  • Private placement issuers
  • Hedge funds
  • Private equity firms
  • Private capital firms
  • Venture capital firms
  • Private mortgage funds

The offering memorandum provides disclosures to the investor which is an important concept in investing. If an investor does not know all the facts about an investment opportunity, they cannot make a good decision about the investment.

Some information that should be disclosed in an offering memorandum includes:

  • Management fees
  • Investors’ voting rights
  • Indebtedness of the business
  • How the investment will be repaid

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Real EstateOffering Memorandums

Offering memorandums are used in real estate much like in any other investment opportunity. They are commonly used in apartment syndications and other types of commercial investments. The purpose of real estate offering memorandums is to secure investors to raise money to purchase property. Much like any other business plan, the offering memorandum will outline plans to increase property value and potential returns on investments.

Real estate offering memorandums will vary on format but should include the follow sections:

Section 1: Introduction

The introduction will include an overview of the investment opportunity, a description of the property, the minimum amount of capital required to invest, a date the offer expires, and all risks involved in the investment.

Section 2: Disclosures

Generally, there are three types of disclosures in a real estate offering memorandum.

  • Sponsor Disclosure

The sponsor disclosure is proof that the sponsor is capable of entering the deal. This disclosure will include items such as the name and contact information of the sponsor and a list of fees and profits payable to the sponsor. It will also contain the sponsor’s background information including their deal history.

  • Property Disclosure

The property disclosure contains information about the property. It will usually include estimated costs of projects, and revenue information. The property disclosure should also include the business owner’s plans for using the money raised in private placement.

(Video) What is an Offering Memorandum?

  • Risk Disclosure

The risk disclosure outlines any risks that an investor should be aware of. Some risks include environmental problems or market issues.

Section 3: Operating Agreement

The operating agreement outlines the structure of the proposed deal. It will state the roles and responsibilities of the sponsor and other investors who will be involved in the business plan. It should also contain the rights and roles of every party involved like level of ownership, termination plan, and requirements to transfer ownership.

Here is an article about Operating Agreements .

Section 4: Investment Summary

The investment summary is a large section of the offering memorandum that covers various subtopics which all have their own section and description. These subtopics include:

  • Property description
  • Investment opportunity
  • Purchase price
  • Total capitalization
  • Preferred returns
  • Manager/Sponsor
  • Property/Asset manager
  • Proposed structure

View some of our Real Estate Lawyers here .

Section 5: Subscription Agreement

The subscription agreement is a copy of the contract that would be signed should an investor agree to proceed with the deal. It should include all terms and how much ownership an investor would be entitled to.

For information on real estate appreciation, read this article.

Offering Memorandum: What's Included, What's Their Purpose (9)

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What’s Included in an Offering Memorandum

Every offering memorandum will be custom tailored depending on the investment, however each one must include certain detailed information to ensure the investors have all the information they need for due diligence.

Section 1: Introduction

The Introduction lays out the basic deal terms and offering. It will also provide the investor with some basic information about the company.

(Video) Private Placement Memorandums Explained - What is a PPM & When Do You Use it?

Section 2: Summary of Offering Terms

The summary of offering terms, or terms sheet, includes the capitalization of the company, liquidation preferences, conversion rights, voting rights and protective provisions for the investor.

Section 3: Risk Factors

This section will outline possible risks that an investor should be aware of before entering into the contract. Any risk that could impact the investor’s investment should be included in this section.

Section 4: Company Description

The company description should describe what the company does and provide a detailed history of the company including past performance and future goals. Also included in this section should be a description of the company’s competition, advertising strategy, intellectual property, and any other relevant information that an investor may be interested in.

Section 5: Use of Proceeds

Investors are generally interested in how their investment will be used. This section should describe how the company plans to use their funds.

Section 6: Description of Securities

A description of securities will outline the rights, restrictions and class of securities being offered to investors.

Section 7: Subscription Procedures

Subscription procedures are instructions for the investor about how to invest in the offering.

Section 8: Exhibits

In this section, the company can include any supplemental information that an investor may need to make an informed decision. Some examples of what may be included in exhibits are financial statements, shareholder agreements, and any licenses held by the company.

Here is an article that goes overa terms sheet .

Offering Memorandum vs Prospectus

An offering memorandum and a prospectus are very similar documents, however, while an offering memorandum is used for private placements, a prospectus is for publicly traded issues. A prospectus is used when a company is looking for public funds.

These documents share many similarities, and both serve as a detailed business plan to inform investors about their potential investment. Just like an offering memorandum, a prospectus will include terms of the offer, business structure, value, risks, and financial projections.

How to Make an OfferingMemorandum

Generally, offering memorandum are drafted by an investment banker hired by the company. An effective offering memorandum should highlight your company’s strengths and provide all the relevant information an investor needs for due diligence.

(Video) Offering Memorandum Walkthrough - NNN005

Here are some things to consider when creating an offering memorandum:

  • Readability - Design is important for an offering memorandum. Your document should be easy to read and aesthetically pleasing. Consider the font used, headings and subheadings, bolding key points, and utilizing bullet points for quick scanning.
  • Imagery - Photos are especially important for a real estate offering memorandum. Be sure to include high quality professional photos to showcase your property to the investor.
  • Writing Style - An offering memorandum is a business document and should be clear, concise, and direct. It needs to be able to be read and understood with ease. Eliminate “fluff” language, keep paragraphs short, and be sure that there are no grammatical errors.
  • Call to Action - A clear call to action will encourage your potential investors to take the next step forward in the deal.

Get HelpwithOffering Memorandums

Do you have questions about offering memorandums and want to speak to an expert? Post a project today on ContractsCounsel and receive bids from lawyers who specialize in offering memorandums and private placement memorandums.


What is the purpose of an offering memorandum? ›

An offering memorandum is a legal document that states the objectives, risks, and terms of an investment involved with a private placement. This document includes items such as a company's financial statements, management biographies, a detailed description of the business operations, and more.

What is included in an offering statement? ›

An offering statement gives people interested in investing in your co-op the information they need to make an informed decision. Essentially, it outlines the risks involved in purchasing a co-op's securities. An offering statement must include: A description of the co-op's business.

What is included in investment memorandum? ›

In investment finance, an offering memorandum is a kind of a detailed business plan that highlights information required by an investor to understand the business. It provides details on the terms of engagement, potential risks associated with the business, and a detailed description of the operations of the business.

What is the purpose of right offering? ›

It is the privilege given to the existing shareholders to retain their control position proportionately equal in the management of the company. The practice of rights issuance in Nepal was initiated in 1995 A.D. by Nepal Finance and Saving Corporation.

Do you need an offering memorandum? ›

Issuers may provide a document called a private placement memorandum or offering memorandum that introduces the investment and discloses information about the securities offering and the issuer. This document is not required.

What is the offering process? ›

Once a candidate is selected, the employer still needs to conduct background checks, decide on a salary, issue a formal written offer, and set a start date. These are all important steps and considerations for the employer and can lead to a job offer taking longer than you expect.

What is an offering type? ›

Convenience offerings, shopping offerings, specialty offerings, and unsought offerings are the major types of consumer offerings. Convenience offerings often include life's necessities (bread, milk, fuel, and so forth), for which there is little difference across brands.

What is an offering structure? ›

A private placement offering's basic structure involves either debt, equity, or some combination of debt and equity.

What are the 3 basic parts of a memorandum? ›

Most longer memos consist of an introduction, a discussion, and a conclusion. In the introduction, tell readers what prompted you to write (such as a problem or question about a specific procedure or policy), and provide any necessary background information.

What are the 7 parts of memorandum? ›

Standard memos are divided into segments to organize the information and to help achieve the writer's purpose.
  • Heading Segment. The heading segment follows this general format: ...
  • Opening Segment. ...
  • Context. ...
  • Task Segment. ...
  • Summary Segment. ...
  • Discussion Segments. ...
  • Closing Segment. ...
  • Necessary Attachments.

What are the basic parts of a memorandum? ›

What are the parts of a memo?
  • The header gives basic information about the recipient, sender, subject, and date.
  • The introduction explains the context. ...
  • The body explains and elaborates on the purpose of the memo by giving details and clarifications.
1 Nov 2021

What is an example of offering? ›

An offering is a type of offer or bid, like the kind made in a business meeting. When you offer something—like a cookie—you're asking someone if they want it. An offering is like that: it's an offer. One type of offering is a proposal or bid made in business.

How do you express an offering? ›

Expressions like Can I offer you…? or May I offer you…? are also possible.
  1. May I bring you some coffee?
  2. Can I help you?
  3. May I offer you something to drink?
  4. May I help you with this?
  5. Offers to do things for people often begin Would you like me to…?
  6. Would you like me to type your letters for you?
17 Jan 2017

Can you give an example of offering something? ›

Using “Would you like to have some tea?” and “What would you like to have for dinner?” is common to offer something to someone politely.

What do you mean by right offering? ›

A rights offering (rights issue) is a group of rights offered to existing shareholders to purchase additional stock shares, known as subscription warrants, in proportion to their existing holdings.

When should you follow on offering? ›

A follow-on offering (FPO) is when a public company issues more shares after their initial public offering (IPO). It happens when the company wants to raise more capital by giving out additional shares to finance projects, pay their debt, or make acquisitions.

What is direct rights offering? ›

What is a Rights Issue? A rights issue is an offering of rights to the existing shareholders of a company that allows them to buy additional shares directly from the company at a discounted price rather than buying them on the secondary market.

Is an offering memorandum a public document? ›

An offering memorandum and a prospectus are very similar documents, however, while an offering memorandum is used for private placements, a prospectus is for publicly traded issues. A prospectus is used when a company is looking for public funds.

What is the box in an offering memorandum? ›

The beginning summary section contains information marked with a box border. This section covers basic information about the securities offering and its value proposition.

What is offering memorandum exemption? ›

An offering memorandum exception allows issuers to attract capital from investors who might not normally qualify under other prospectus exemptions. Almost any entity may issue securities in Ontario without a prospectus under the OM Exemption.

What is the process after offer letter? ›

Notify your boss that you're accepting a job offer

Submit a formal resignation letter, making sure to give one copy to your boss and another to human resources. You may get a counteroffer from your current employer that includes a higher salary or sweeter perks. Resist the temptation to accept.

What is offering explain the methods and mechanics of offering? ›

An offering is an issue or sale of a security by a company. A public offering is when a company sells equity shares or other financial instruments to the public in order to raise capital. An initial public offering (IPO) is basically the first time a private company issues its company stock to the public.

What is the offer letter? ›

An offer letter is a letter given by a company to an potential employee that provides key terms of the prospective employee's employment.

What is standard offering? ›

Standard offer means a Demand Program available to a group of customers or customers generally on the same terms and without customization.

What happens when a company does an offering? ›

An offering refers to when a company issues or sells a security. It is most commonly known as an initial public offering. IPOs can be risky because it's difficult to protect how the stock will perform on its initial day of trading.

What is offering amount? ›

An offering price, generally, is the price at which something is offered for sale. In finance and investments, the offering price most often refers to the per-share value at which publicly-issued securities are made available for purchase by the investment bank during an initial public offering (IPO).

What is closing of an offering? ›

Closing of the Offering means the first purchase of shares of Common Stock by the Underwriters from the Stockholder pursuant to the Underwriting Agreement to be entered into in connection with the Offering.

What is an offering package? ›

The offering plan is a document that discloses important information about a condo or co-op to a prospective buyer. This info includes the price, buying procedures, the building's bylaws, floor plans, board operations, finances and more.

What is an offering entity? ›

Offering Entity has the meaning set forth in Section 9(a). Offering Entity means, in the event that the Tender Offer is not made by Ternium, the direct or indirect wholly-owned Subsidiary of Ternium that makes the Tender Offer.

What are the 4 types of memorandum? ›

There is a standard format for all memos, but there are four different types of memos based on their other purposes. Those memos are the response memo, meeting minutes memo, status memo, and field report memo.

What are the 4 words used in memorandum heading? ›

The four standard headings for memos are TO:, FROM:, DATE:, and SUBJECT: (or Re:, short for Regarding).

What is an example of a memo? ›

Memo Example 3: A Memo Example to Students

Dear Students, This is to let you know there is a mistake in the reading list for this week. The literature list you all received is from last year and is outdated. We have since made changes, and these changes are outlined below.

What are the important features of a memorandum? ›

Memos are characterized by being brief, direct, and easy to navigate. They are less formal than letters but should maintain a professional, succinct style. Often, the purpose of a business memo is twofold: to identify a problem and propose a solution. Other times, memos may provide or request factual information.

What is a memorandum format? ›

The format of a memo follows the general guidelines of business writing. A memo is usually a page or two long, single spaced and left justified. Instead of using indentations to show new paragraphs, skip a line between sentences. Business materials should be concise and easy to read.

What are the types of memorandum? ›

Some of the different types of memos are:
  • Request Memo. The objective of these types of memos is to gain a favorable response to a request. ...
  • Confirmation Memo. These memos are used to confirm in writing something that has been agreed to verbally. ...
  • Suggestive Memo.
20 Oct 2020

What is offering help and give the example? ›

Offering help is an expression to offer help to someone. The purpose is to offer assistance for someone who is doing something politely. There are two kinds of offering help: informal offers and formal offers.

How do you make a good offer? ›

Keys to building a compelling offer.
  1. Be clear. ...
  2. Offer great value. ...
  3. Deliver a discount or a premium. ...
  4. Explain your offer. ...
  5. Require immediate response. ...
  6. Include a strong call-to-action. ...
  7. Provide a bulletproof guarantee.
6 Jul 2017

Should offering help examples? ›

I'd be glad to help (e.g. you with the wedding preparation). I'd be happy to assist (e.g. you with your homework). What can I do for you? I'd like to know what help can I be to you.

How do you respond to someone offering help? ›

Personal thank you
  1. I appreciate you!
  2. You are the best.
  3. I appreciate your help so much.
  4. I'm grateful to you.
  5. I wanted to thank you for your help.
  6. I value the help you've given me.
  7. I am so thankful for you in my life.
  8. Thanks for the support.

How do you respond when someone is offering something? ›

Yes, that would be great. Yes, I would love to. Thank you, that would be appreciated.
  1. No thank you, I can manage.
  2. I appreciate that, but it's okay.
  3. Thank you but don't worry, I can do it.
16 May 2016

What are other words for offering? ›

synonyms for offering
  • contribution.
  • gift.
  • alms.
  • atonement.
  • beneficence.
  • charity.
  • expiation.
  • oblation.

What is it called when you offer something? ›

offeror. noun. a person who makes an offer to somebody. The person receiving the offer is called the offeree.

What is the purpose of church offering? ›

The offering is put at the service of the Church, for example for the support of the ministers of God, Pastors or missionaries, building maintenance costs, programs, helping the underprivileged (Christian humanitarian aid). For the affiliated churches, the offering also supports the services of their denomination.

What is a PPM document? ›

A Private Placement Memorandum (PPM) is a securities disclosure document used by a company (issuer) that is engaged in a private offering of securities. A PPM serves as a single, comprehensive document outlining the material details about the offering.

Is an offering memorandum the same as a prospectus? ›

A prospectus is used for public markets while an offering memorandum is used for private markets. The offering memorandum document can also be referred to as an “offering circular” if it requires registration with the stock exchange commission.

What is the meaning of giving offering? ›

: the act of one who offers. : something offered. especially : a sacrifice ceremonially offered as a part of worship. : a contribution to the support of a church.

What do you say before offering? ›

Father, As we lay before you our financial offering, we give you all that we are and everything that you have entrusted to us. Come bless these gifts for the sake of your Kingdom and glory. Amen.

Who prepares PPM? ›

A PPM is a complicated legal document. If you need to prepare one, get help from an experienced securities attorney.

Why do you need PPM? ›

The primary purpose of a PPM is to disclose to prospective investors the terms of a potential investment and primary risk factors involved in making the investment. A PPM also usually contains a considerable amount of information about the business opportunity, structure and management.

What needs to be included in a private placement memorandum? ›

Typically PPMs contain: a complete description of the security offered for sale, the terms of the sales, and fees; capital structure and historical financial statements; a description of the business; summary biographies of the management team; and the numerous risk factors associated with the investment.

Is a memorandum the same as a contract? ›

Similar to a contract, a memorandum of understanding is an agreement between two or more parties. Unlike a contract, however, an MOU need not contain legally enforceable promises. While the parties to a contract must intend to create a legally binding agreement, the parties to an MOU may intend otherwise.


1. Offering Memorandum 101 | MFIA Offer Writing Workshop - 1/3/15
(Multifamily Investing Academy)
2. CRE Offering Memorandum Best Practices
(CRE Tech, Inc.)
3. MCE Offering Memorandum
(Charles Dobens)
4. What is an Offering Memorandum (OM)?
5. Offering Memorandums
(The Multifamily Mindset)
6. The Investor Memorandum
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