A review of the US laws and SEC regulations that affect the private equity industry. This module will start with 'Blue Sky' laws before continuing on to federal securities laws such as the Securities Act of 1933 and SEC regulations such as Regulation D.

A discussion of the one of the most exciting, but also one of the riskiest, areas of private equity. Our discussion will take the student through all of the steps required to prepare a LBO financial model as well as a discussion of the different variables that can be included in the analysis. An excel model will be included in this instruction module which the student will be able to keep to use in the future.

Marketing a private equity deal is greatly complicated by the Securities Act of 1933 which expressly prohibits "advertising or general solicitation" of unregistered shares. In this class we will discuss some of the strategies that private equity companies have developed to find private equity investors without violating SEC rules and regulations that have been created to clarify the Securities Act.

This class will discuss the different categories of private equity investors that have been created by the US Congress and the Securities and Exchange Commission. It will start with a review of the concept of 'sophisticated investors' created in the Securities Act of 1933 and the evolution of the term 'accredited investor' as defined in the Regulation D. We will also discuss qualified client, qualified purchaser and qualified institutional buyer. We will conclude with an introduction to the Private Equity Intelligence database which has the most comprehensive database of private equity investors available.

A review of the seven methods used by private equity investors to value the shares of private companies. Because the Securities Act of 1933 prohibits unregistered shares from trading, valuation is one of the biggest challenges from private equity investors. We present a generally accepted methodology that can be broadly applied to value most private equity companies, ranging from venture capital to leverage buy-outs.

An introduction to the required regulatory documents provided to investors in private placements. Although not always required legally, a PPM will be discussed as a necessary document in order to minimize the risk that company's faces from the anti-fraud provisions of Section 10B of the Securities and Exchange Act of 1934 and Rule 10B-5 of the Securities and Exchange Commission.

A review of the paperwork required to raise capital by issuing unregistered shares. This module will include a discussion of SCOR Form U-7 which is used to register with states and Form D which is required by Regulation D to be filed with the Securities and Exchange Commission to notify it of an exempted transaction.

While formally prohibited by the Securities and Exchange Act of 1933, Rule 144 does provide a legal method for investors to exchange unregistered shares. The advance of the internet and guidance by the Securities and Exchange Commission on use of the web for unregistered shares has created a potential new market place for private equity trading.

The final exam in this section can only be taken once and therefore should not be attempted until after the classroom training.