Depending on applicable regulations or business limitations, specific API requests may not be available for your use.
Create a Private Placement Offer
This request creates a private placement offer on the Folio brokerage platform. If the offer creation is successful, it returns the URL to access the offer in the response header.
Note: Prior to publishing an offering, the issuer of the offering must be under contract with Folio, Folio must approve the offering and associated documents and issuer content to be published on the Folio platform, and Folio must upload the offering documents to its platform. Once those steps are complete, then Folio will update the status of the offering to published. You will need to supply the final publication ready offering documents to Folio (currently by email to your implementation manager) for this review.
If Folio is hosting and serving offering documents, which is the expected case, at least one offering document must to be marked in the Folio system as “Required” and requiring an e-signature by each investor.
Request URL
| Syntax | POST /restapi/privateplacementoffers |
|---|---|
| Example URL | https://api.uat.foliofn.com/restapi/privateplacementoffers |
Error Code
Please refer to Private Placement Error Codes for the error codes that can be returned from this API.
Request Data Fields
| Field | Required? | Description |
|---|---|---|
| blueSkyedStates | Yes |
The states whose residents are allowed to invest to the offer. The value of this field must be the two letter state abbreviation. The following states cannot be included in blue skyed states: AA, AE, AP, AS, FM, MH, MP, PR, and VI. When no states are initially solicited, an empty list must be sent instead of null. Please refer to the Private Placement Exemption Rules for exemption-specific requirements. |
| clientsHaveAccess | Yes | A Boolean indicator of whether clients can access the list of offers provided by the advisory firm and invest to the offer. “true” or “false”. |
| closingDate | Yes | The expiration date of the offer on the Folio platform. No new subscriptions may be submitted once the offer expires. Must follow ISO-8601 formatted date. |
| corporateAccreditationSetting | Yes |
The accreditation criteria for corporate accounts to be eligible to invest to the offer. Please refer to Corporate Accreditation Setting for available codes. |
| creatingFirmRepresentativeOid | Yes | The unique identifier of the Institutional member who has been indicated as the representative of the firm creating the offer on the Folio platform. |
| daysFromClosingCashIsRequired | Yes | The number of days preceding the offer closing date that cash must be available in the account for which the investors have subscribed to the offer. For example, if closingDate is 01/31/2014 and daysFromClosingCashIsRequired is 1, cash must be available on 01/30/2014 in the account. If daysFromClosingCashIsRequired is 0, cash is required on the closing date. If daysFromClosingCashIsRequired is 999, cash is required at the time of subscription. This value cannot currently be changed from zero (“0”). |
| documentationExternal | Yes | A Boolean indicator of whether the documents such as the private placement memorandum or the subscription agreement will be provided and audited outside of the Folio platform. “true” indicates documents will be handled outside of the Folio platform; “false” indicates documents will be provided and audited through the Folio platform. |
| executionType | Yes |
The condition when the offer can be executed. If execution type is “ALL_OR_NONE”, offer can be executed only when the total approved subscription amount is equal to offer size. If execution type is “PART_OR_NONE”, offer can be executed only after the total approved subscription amount is equal to or greater than offerMinimum. If execution type is “BEST_EFFORTS”, offer can be executed any time. Please refer to Offer Execution Type Code for available codes. |
| exemption | Yes |
The exemption or exclusion chosen by the issuer that the offer relies upon to raise funds without SEC registration. The selected exemption will define the regulatory allowable availability of the offer to investors. Please refer to Private Placement Exemption Rules for available codes. |
| industry | Yes |
Industry of the issuer. If the value of previousExperienceSetting is “INDUSTRY_EXPERIENCE” (“I”), the experience area of investors should match with the issuer’s industry sector. Please refer to Industry Sector Code for available codes. Note: The industry sector has up to two tiers. The value of industry field must be the code in the lowest tier for the corresponding industry sector. For example, for Hedge Fund, “HFU” must be used instead of “PIF” or “BAN”, which are its ascendants. |
| issuerSize | Yes |
Size of the issuer in terms of revenue or aggregate net asset value. Please refer to Issuer Size Code for available codes. Note: If the industry is Hedge Fund (“HFU”) and Other Investment Fund (“OTF”), aggregate net asset value must be used for an issuer size. In all other cases, revenue must be used for an issuer size. |
| issuingFirmOid | Yes | The unique identifier of the issuing firm. |
| issuingFirmRepresentativeOid | Yes | The unique identifier of the representing member of the issuing firm. This is an individual member that has access to the issuer account. |
| maximumInvestmentAmount | No | The maximum investment amount per investor. The maximum investment amount cannot be less than $0.01. |
| minimumAnnualIncomeRange | Yes |
The minimum annual income range of investors to be eligible to the offer. Please refer to Annual Income Range Code for available codes. |
| minimumInvestmentAmount | Yes | The minimum investment amount per investor. The minimum investment amount cannot be less than $0.01. |
| minimumLiquidNetWorthRange | Yes |
The minimum liquid net worth range of investors to be eligible to the offer. Please refer to Liquid Net Worth Range Code for available codes. |
| minimumNetWorthRange | Yes |
The minimum net worth range of investors to be eligible to the offer. Please refer to Net Worth Range Code for available codes. |
| naturalPersonAccreditationSetting | Yes |
The accreditation criteria for individual investors to be eligible to invest to the offer. Please refer to Natural Person Accreditation Setting Code for available codes. The selected code cannot be in conflict with the accreditation limitations resulting from the exemption selection. (i.e. Rule 504 offerings are limited to accredited investors only.) Please refer to the Private Placement Exemption Rules. |
| offerMinimum | Yes if executionType is PART_OR_NONE. | The minimum amount of the total approved subscribed amount to execute an offer. offerMinimum is required when executionType is “PART_OR_NONE” (“P”). offerMinimum must be null when executionType is “ALL_OR_NONE” or “BEST_EFFORTS”. When executionType is “ALL_OR_NONE”, offerMinimum automatically sets to offerSize at the server side. |
| offerSize | Yes |
The offer size. The offer size cannot be less than $0.01. The maximum offer size is defined by exemption rules and can be further adjusted by issuers to a value that is smaller than the maximum offer size. Please refer to Private Placement Exemption Rules for maximum offer size defined by exemption rules. Total amount of approved subscriptions must be less than offerSize. |
| offerName | Yes | The official name/description of the offer. This value will be held within our security master and will be displayed within account holdings, monthly statements, etc. Maximum length of 40 characters. Letters, digits, or special characters excluding slash (“/”) are allowed. |
| participatingFirms | No | A list of firms that are permissioned to participate in this offer, based upon the Folio FirmId (which we call PartnerCode).
The PartnerCode of the participating firm, which is provided to the offer creator by the participating firm. The offer creator can provide a series of PartnerCodes for participating firms. |
| participatingFirms.participatingFirmId | Yes if participatingFirms is not null | If the offer creator wishes to permission the offering to all Folio Investing users, provide the PartnerCode “DEFAULT”. If the offer creator wishes to permission the offering to all Folio Institutional firms, provide the PartnerCode “IAFIRM”. |
| participatingFirms.participatingFirmStatus | Yes if participatingFirmId is not null | The expected status after inviting the participating firms. The value of participatingFirmStatus in your request must be “A” for offer creation. Once the offer is created then the status automatically changes to “P” for firms that have been invited and can access the offer (i.e., they have not rejected the offer or been deleted). Please refer to Participating Firm Status Code for available codes. |
| physicalSignatureRequired | Yes |
A Boolean indicator of whether physical signature for subscription agreement is required. |
| previousExperienceSetting | Yes |
Requirement for previous experience of private placement of investors. If the value of previousExperienceSetting is “INDUSTRY_EXPERIENCE” (“I”), the experience area of investors should match with the issuer’s industry sector. Please refer to Previous Experience Setting Code for available codes. |
| published | Yes | A binary indicator whether the offer will be published at the time of offer creation. “true” or “false”. |
| security.previousClosingPrice | Yes | The unit price for the private security. |
| security.ticker | Yes | The ticker for the private placement offer. The ticker must contain the prefix “PRIV.” and may be followed by 2–5 characters including letters, digits or special characters excluding periods. The total ticker length must be 7–10 characters. (e.g. “PRIV.ABC”, “PRIV.12@”, “PRIV.AB 34”) |
| securityType | Yes |
The type of security. Please refer to Security Type Code for available codes. |
Request Example
POST /restapi/privateplacementoffers HTTP/1.1
Content-Type: application/json
{
"blueSkyedStates":[ "VA", "CA" ],
"clientsHaveAccess":“true”,
"closingDate":"2014-02-15T00:00:00.000-05:00",
"corporateAccreditationSetting":"C",
"creatingFirmRepresentativeOid":"1729382258151666074",
"daysFromClosingCashIsRequired":"0",
"documentationExternal":“true”,
"executionType":“P”,
"exemption":"D",
"industry":"AGR",
"issuerSize":"B",
"issuingFirmOid":"2882303762409640972",
"issuingFirmRepresentativeOid":"3098476544523424777",
"maximumInvestmentAmount":"100000",
"minimumAnnualIncomeRange":"1",
"minimumInvestmentAmount":"1000",
"minimumLiquidNetWorthRange":"1",
"minimumNetWorthRange":"1",
"naturalPersonAccreditationSetting":"C",
"offerMinimum":"10000",
"offerName":"Private Offer Endpoint Test PRIV.Z8251",
"offerSize":"1000000",
"participatingFirms" : [ {
"participatingFirmId" : "POWERINVESTING",
"participatingFirmStatus" : "A"
}, {
"participatingFirmId" : "SMARTINVESTING",
"participatingFirmStatus" : "A"
} ],
"physicalSignatureRequired":“false”,
"previousExperienceSetting":"A",
"published":“true”,
"security":{
"previousClosingPrice":"1",
"ticker":"PRIV.Z8251"
},
"securityType":"E"
}
Response Example
HTTP/1.1 201 Created
X-Powered-By: Servlet/2.5
Server: Sun GlassFish Enterprise Server v2.1.1
Location: https://api.uat.foliofn.com/restapi/privateplacementoffers/4683743612465316027
Content-Type: text/html; charset=iso-8859-1
Content-Length: 0
Date: Wed, 19 Feb 2014 19:18:58 GMT