Private Placements and Private Funds

Representative matters for Elizabeth Bleakley:

  • Prepare and advise client on $10 million private placement of common equity. Perform related due diligence of underlying portfolio company.
  • Advise client on and prepare private placement documents for the offering of preferred securities in a $21 million private fund investing in portfolio companies.
  • Prepare $4.1 million private offering of securities for issuer to convert outstanding bridge loans to Series B preferred shares. Prepare related amendments to warrants.
  • Prepare offering documents for $750,000 offering of convertible note securities. Obtain written consents from existing limited liability company members. Perform due diligence of governing documents and prior capital formation.
  • Review and amend offering documents for client venture capital fund for prospective investment in digital marketing portfolio company of $1.5 million convertible note with $1 million warrant kicker and right to invest $3 million future capital. Due diligence on: stock option plan and awards, investors rights agreement, corporate resolutions and written consents, capitalization and prior capital raises, stock restriction agreement, financials, and intellectual property.
  • Provide guidance on capital formation and prepare private offering memorandum for $2.6 million conversion of bridge loan notes.
  • Advise client on and prepare documents related to $10 million private offering of preferred stock for on-line services company.
  • Perform pre-offering client fund due diligence on multiple portfolio company websites.
  • Due diligence on mobile applications and games portfolio company of client investor, including: offering documents for $1.5 million convertible note purchase agreement with staged financing and the right to future investment of $5 million at a fixed valuation, review Apple developer program license agreement, Mark Cuban advisor agreement, Google developer distribution agreement, and other software development and licensing agreements, review corporate governance documents, capitalization, and financials. Prepare revisions to investment structure for client investor.
  • Provide legal services and documents related to formation of a commodities pool to trade futures.
  • Advise client on next round of $3 million preferred securities in private company and prepare related term sheet and offering documents. Advise client on and prepare consents for existing securities holders.
  • Prepare and advise client on special purpose vehicle $1 million revolving line of credit private securities offering.
  • Consult with client and prepare amendments to a $5 million private offering of securities. Prepare and advise on related communications with and voting of shareholders, including preemptive rights.
  • Analyze and provide guidance to client on $10 million Series D common stock private placement of securities,
  • Consult with and provide guidance to start-up client on $1.5 million private offering of common equity in wealth management software company.
  • Legal services related to a $2.4 million bridge convertible note financing into prospective portfolio company.
  • Advise client on and prepare documents for amended and restated private offering of $13 million in equity securities in illiquid alternative investment opportunities in early stage companies.
  • Advise client on and prepare and revise documents related to $2.5 million private offering of equity securities in reliance on exemptions from registration under Regulation D Rule 506(b) of the Securities Act of 1933 and 3c1 of the Investment Company Act of 1940.
  • Prepare Private Placement Memorandum for and advise client on  $2 million offering for a real estate investment fund. File with the Securities and Exchange Commission (SEC) on EDGAR and with state regulator the related Regulation D notice of exempt offering securities as a 3c1 pooled investment fund.  Notice of Exempt Offering of Securities.
  • Prepare private placement documents and advise beverage industry client on a  follow-on offering of $1 million preferred shares of stock.
  • Analyze new client’s $10 million private securities offering in energy sector from prior capital raise and advise client regarding securities law issues related to a Securities and Exchange Commission (SEC) investigation.
  • Provide extensive analysis and guidance on client private placement memorandum for $4 million offering of Class B ownership interests in real estate investment company.