1.What is a private placement?
A Private Placement Memorandum (PPM) is an exempt offering of securities in that you do not have to file a registration statement with the  Securities and Exchange Commission (SEC), however, not exempt from registration under state laws, nor from  anti-fraud provisions of the securities laws. This means that you must give  potential investors the necessary information about your company to make a  well-informed decision, and exercise care that you do not omit or misrepresent the facts. It is called a private placement because  you can offer the stock to a few private investors instead of the public at large.

2.How does the private placement offering process work? 
A company wishing to make a private placement will issue a Private Placement Memorandum. The Private Placement Memorandum will have information about the company's financial background and business plans, as well as other company-related information. In addition, every potential investor may conduct his or her own independent research into any company making a private placement.  If the investor decides to invest in the company, they will complete the appropriate Subscription Agreement.

3.Can anyone buy private placements? 
No; only accredited investors can buy private placements. To determine your eligibility you must register with West America Securities (download and fill out registration form). For an individual to be an accredited investor that person must meet certain SEC requirements.

4.What is the difference between an initial public offering (IPO) and a private placement offering? 
An IPO differs from a private placement in that an IPO is a company’s introductory sale of shares to the general public, whereas a private placement is a company’s private offering of shares to institutional and accredited investors.  Thus, private placements are exempt from the stringent registration requirements, and allow the issuing company to save on the costly underwriting fees associated with IPOs.  Due to the fact that they are not publicly traded on an exchange, private placements are also less liquid and have limited public information, but have the potential for a much higher return.

5.Why hasn’t this type of investment opportunity been available in the past? 
Until now, the private placement and initial public offering (IPO) markets have predominantly been offered to large institutions and their preferred customers. It is impossible in today’s economy to keep excluding the individual investor—there is both far too great a demand for private equity offerings and far too much information available to limit this type of investment opportunity to institutions.  West America Securities is helping to create a new marketplace to bridge this need.

6.Why do companies offer private placements? 
Private placements allow companies to avoid the costs and delays of making an offering to the general public.  Companies issue private placement shares in order to generate capital to run their business. The size of the transaction typically is substantially smaller than an IPO. In addition, some companies looking to raise capital in order to grow their business may not be able to meet the more stringent requirements of a public offering.

7.Are private placements risky? 
Private placements involve many risks, some of which are:
●Lack of liquidity of securities
●There may be no public market for securities
●Limited public information
●Limited operating history of the company
●Dependence on key existing and future personnel
●Possibilities of immediate and substantial dilution
●Broad discretion in application and use of funds
●Additional financing often will be required, but no guarantee that it  will be available

8.What kind of exit strategies do you foresee for the issuing companies?
We understand the importance of liquidity when making an investment decision. Therefore, West America Securities carefully reviews each company to make sure that they have a discernible exit strategy and that each transaction is structured with the anticipation of an exit event within three years of the transaction closing, either through an initial public offering, merger, or acquisition.

9.How does West America Securities mitigate these risks? 
We make it our business to try to limit many of these risks by bypassing the more speculative “seed companies” and choosing only proven emerging growth companies with experienced management teams and discernible exit strategies.  In addition, we will provide through our website a great deal of financial information about each company and keep our members apprised of any new developments concerning their private placement investments.

10.How does West America Securities differ from a venture capital firm? 
A venture capital (VC) firm raises money from external sources and then reinvests these funds in various investment opportunities. At West America Securities, each investor can make his/her own independent investment decision by choosing from our selection of quality private placement opportunities.  In addition, VC firms often focus on one industry or market segment where as West America Securities is open to qualified candidates in many industries and market segments.