b'Chapter 11Whats in a Securities Offering? Aprivateplacementsecuritiesofferingincludesanumberof documents,whichcollectivelycomprisetheofferingpackage.Each document has the specific purpose described below: The Private Placement Memorandum The private placement memorandum (PPM) essentially tells the story of the investment. Legally, it is the disclosure document required by the SEC or applicable state securities agency for certain private placement offerings. It describes such things as the structure of the company, projected returns to investors and compensation to the manager, the risks of investing, potential conflicts of interest and a summary of how the company will be operated, among other things. The rest of the documents within the offering package are attached to the private placement memorandum. The Investment Agreement The investment agreement is the enforceable contract between the issuer of the securities and the investors. It can take many forms. The most common agreements used in real estate securities offerings are described below.92'