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Private placement (or non-public offering) is a funding round of securities which are sold without a initial public offering, usually to a small number of chosen private investors.[1] In the United States, although these placements are subject to the Securities Act of 1933, the securities offered do not have to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulated thereunder. Most private placements are offered under the Rules know as Regulation D. Private placements may typically consist of stocks, shares of common stock or preferred stock or other forms of membership interests, warrants or promissory notes (including convertible promissory notes), and purchasers are often institutional investors such as banks, insurance companies or pension funds.


  1. ^ Comptroller of the Currency Administrator of National Banks (March 1990) (in English). Private placements: Comptroller's Handbook. US Department of the Treasury. Retrieved 2009-06-13. 


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