Private Equity: Equity securities of companies that have not "gone public" （are not listed on a public exchange）. Private equities are generally illiquid and thought of as a long-term investment. As they are not listed on an exchange, any investor wishing to sell securities in private companies must find a buyer in the absence of a marketplace. In addition, there are many transfer restrictions on private securities. Investors in private securities generally receive their return through one of three ways: an initial public offering, a sale or merger, or a recapitalization.
Private investment in public equities （PIPES）: Investments by a hedge fund or private equity fund in unregistered （restricted） securities of a publicly traded company, usually at a discount to the then-prevailing price of the company's registered common stock.
Private Placement : Also known as a Reg. D offering. The sale of a security （or in some cases, a bond） directly to a limited number of investors. Avoids the need for S.E.C. registration if the securities are purchased for investment as opposed to being resold. The size of the issue is not limited, but its sale is limited to a maximum of thirty-five nonaccredited investors.
Private Placement Memorandum : Also known as an Offering Memorandum or "PPM". A document that outlines the terms of securities to be offered in a private placement. Resembles a business plan in content and structure. A formal description of an investment opportunity written to comply with various federal securities regulations. A properly prepared PPM is designed to provide specific information to the buyers in order to protect sellers from liabilities related to selling unregistered securities. 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. In practice, the PPM is not generally used in angel or venture capital deals, since most sophisticated investors perform thorough due diligence on their own and do not rely on the summary information provided by a typical PPM.
Private Securities: Private securities are securities that are not registered and do not trade on an exchange. The price per share is set through negotiation between the buyer and the seller or issuer.
Prospectus: A formal written offer to sell securities that provides an investor with the necessary information to make an informed decision. A prospectus explains a proposed or existing business enterprise and must disclose any material risks and information according to the securities laws. A prospectus must be filed with the SEC and be given to all potential investors. Companies offering securities, mutual funds, and offerings of other investment companies including Business Development Companies are required to issue prospectuses describing their history, investment philosophy or objectives, risk factors and financial statements. Investors should carefully read them prior to investing.
Put option: The right to sell a security at a given price （or range） within a given time period. www.qidian55.com
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QPAM: Qualified professional asset manager as defined by ERISA.
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Ratchet : Ratchets reduce the price at which venture capitalists can convert their debt into preferred stock, which effectively increases their percentage of equity. Often referred to as an "antidilution adjustment." See Anti-dilution, full ratchet and weighted average.
Recapitalization: The reorganization of a company's capital structure. A company may seek to save on taxes by replacing preferred stock with bonds in order to gain interest deductibility. Recapitalization can be an alternative exit strategy for venture capitalists and leveraged buyout sponsors. （See Exit Strategy and Leveraged Buyout）
Reconfirmation: The act a broker/dealer makes with an investor to confirm a transaction.
Red Herring: The common name for a preliminary prospectus, due to the red SEC required legend on the cover. （See Prospectus）
Redeemable Preferred Stock: Redeemable preferred stock, also known as exploding preferred, at the holder's option after （typically） five years, which in turn gives the holders （potentially converting to creditors） leverage to induce the company to arrange a liquidity event. The threat of creditor status can move the founders off the dime if a liquidity event is not occurring with sufficient rapidity.
Redemption: The right or obligation of a company to repurchase its own shares.
Redemption Rights - Rights to force the company to purchase shares （a "put"） and more infrequently the company's right to force investor to sell their shares （a "call"）. A Put allows one to liquidate an investment in the event an IPO or public merger becomes unlikely. One may also negotiate a Put effective when the company defaults or fails to make payments upon a key employee's death, etc.
Registration: The SEC's review process of all securities intended to be sold to the public. The SEC requires that a registration statement be filed in conjunction with any public securities offering. This document includes operational and financial information about the company, the management and the purpose of the offering. The registration statement and the prospectus are often referred to interchangeably. Technically, the SEC does not "approve" the disclosures in prospectuses.
Registration Rights: Provisions in the investment agreement that allow investors to sell stock via the public market. Means by which one can transfer shares in compliance with the securities laws subject to Lock-Up and Market Stand-off Agreements.
Long-form Demand - Demand registration before the company becomes public.
Usually starts one-three years after making an investment and may involve one or two demands for a percentage of stock. Company will use the SEC's long-form S-1.
Short-form Demand - Demand made after the company is publicly traded and is eligible to use SEC's Form S-3.
Piggyback - Company is registering stock either for itself or other stockholders and one can "piggyback" a portion of shares for registration onto the company's registration. Usually have these rights for up to five years after the company becomes public, but cannot exercise them for mergers or employee offerings.
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