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Unlocking the Potential of Private Placements: A Guide for Issuers

Private placement refers to a method of raising capital through the sale of securities to a small group of sophisticated investors, termed professional clients, per se professional clients and eligible counterparties in the UK under the FCA’s regulatory regime, or accredited and institutional investors in the US. Unlike traditional public offerings, private placements are not registered with regulators and are not subject to the same level of public disclosure.

In the UK, private placements are regulated by the Financial Conduct Authority (FCA) under the Prospectus Regulation and the Financial Services and Markets Act 2000. To be eligible to participate in a private placement, an investor must meet certain criteria, such as having a net worth of at least £1 million or being an institutional investor with a minimum of £100,000 to invest.

Private placements offer a number of benefits to both issuers and investors. For issuers, private placements provide access to capital without the time and expense associated with a public offering. Additionally, private placements can be structured to meet the specific needs of the issuer, such as providing for an equity stake in the company or offering convertible debt securities that can be converted into equity at a later date.

For investors, private placements offer the opportunity to invest in early-stage companies or in companies that are not yet publicly traded. This can provide the potential for high returns, as well as the opportunity to participate in the growth and success of the company. However, it is important to note that private placements are generally considered to be higher risk investments, as the lack of public disclosure and regulatory oversight means that there is a higher degree of uncertainty regarding the financial health and future prospects of the company.

There are several types of private placement that an issuer may have access to, including:

  1. Debt Securities: This type of private placement involves the issuance of debt securities, such as bonds, to investors. Debt securities provide a set rate of return and are generally considered to be less risky than equity securities.

  2. Equity Securities: This type of private placement involves the issuance of equity securities, such as shares or limited partnership units, to investors. Equity securities provide the potential for high returns, but are generally considered to be higher risk investments.

  3. Real Estate Investment Trusts (REITs): REITs are investment trusts that own and manage income-generating real estate assets. Borrowers may have access to private placements through the issuance of REIT shares or the sale of real estate assets to REITs.

Regardless of the type of private placement, it is important for borrowers to understand the terms and conditions of the offering, including the rights and obligations of both the issuer and the investors. It is also important to seek the advice of a financial professional and consider the potential risks and benefits before entering into a private placement.

In conclusion, private placements can offer borrowers a valuable source of capital and a flexible range of options for financing their business. Whether you are considering a debt security, equity security, a REIT or some other form of private placement, it is important to carefully evaluate your borrowing options and seek the guidance of a financial expert.


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About the author

Sabbir Rahman is Managing Director of Langdon Capital and a Partner at Bridging Funding. He has held prior roles with Morgan Stanley, Lazard and Barclays Investment Bank. He has executed over £60 billion in notional value of transactions across financing, M&A and derivatives with global corporates, private equity funds and financial sponsor groups.

About Langdon Capital

Langdon Capital provides in-house transaction services to C-suites and Boards of publicly-listed and PE-backed businesses during the negotiation, execution and due diligence of corporate finance and capital markets transactions and senior interim resourcing solutions across finance, treasury, strategy and corporate development | contact | visit

About Bridging Funding

Bridging Funding is a private credit fund engaged in direct lending of commercial property bridging loans in the UK and select South-East Asian markets. We lend between £200k and £20m per transaction. As a private credit fund, our credit sanctioning process is leaner and more flexible than lenders funded by bank capital | contact | mention code “Langdon” for preferential rates | visit

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