@Dave Rav my comment may have sounded preachy but wasn't meant to be. Was legitimately giving guidance since he is asking "how do you go about raising private money...". I sure needed a "lesson on legal" when I started raising money and it helped me do it successfully. We should all get guidance from a securities attorney prior marketing for capital, so you can use good strategy in doing so. Don't start pitching the deal until you know the rules as it might cause you to be unable to re-market the offering to those same people after you are doing it correctly.
@Jamin Olds, Start out with terms that are marketable to investors and back into those terms with your deal structure. You can determine what the market demands by talking with investors you know about their general appetite, looking at other offerings, and networking with other sponsors to see what the market norm is. Recognize that your first few deals may require you to sweeten the offering a little to attract the capital until you build your track record up at which time you can set the terms at market or better.
When you know what the investors are looking for regarding target returns and timelines you can begin to carve out your interests based on those. Don't go in with what you want and try to give them the leftovers. If the deal does not support the investors targeted returns with enough left over for you as the sponsor then the deal is not feasible.
Reach out any time. I'm happy to help you through the process.