The private placement of securities involves the offer and sale of a security not involving a public offering. Under the 1933 Securities Act (1933 Act), a public offering requires the filing of a registration statement with the Securities and Exchange Commission (SEC) and the final authorization to offer such security to the public by this regulator. These provisions are not imposed upon the distribution of the private placement security. It is possible to offer and sell substantial offerings with no or little SEC involvement.
