A “private placement memorandum” is a prospectus or disclosure document of an offering of securities that is not a “public offering.” AKA, a private placement.

On the other hand, a private placement memorandum explains items such as the structure, management, ownership and risks of investing into the private offering. A private placement (unlike a “public offering”) is not an offering of securities to the general public and may not involve any form of general announcement, general solicitation, advertising or any seminar or meeting whose attendees have been invited by a general solicitation or advertisement.