Drafting an offering memorandum for a Rule 144A/Regulation S securities offering
Drafting an offering memorandum for a Rule 144A/Regulation S securities offering

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • Drafting an offering memorandum for a Rule 144A/Regulation S securities offering
  • Cover page
  • Inside cover pages
  • Summary
  • Forward-looking statements
  • Risk factors
  • Use of proceeds
  • Selected financial data and financial statements
  • Management's discussion and analysis of financial condition and results of operations (MD&A)
  • Business
  • more

By Bradley Berman, Lloyd Harmetz and Anna Pinedo, Morrison & Foerster LLP

Bradley Berman is Of Counsel in the New York office of Morrison & Foerster LLP. Lloyd Harmetz is a partner in the New York office of Morrison & Foerster LLP. Anna Pinedo is a partner in the New York office of Morrison & Foerster LLP.

In an offering under Rule 144A (17 CFR 230.144A) or Regulation S (144A/Reg S) under the Securities Act of 1933, as amended (the Securities Act), the offering memorandum (the OM—also known as a private placement memorandum) is the primary disclosure document used to market the securities to investors. This practice note will provide a brief overview of the sections typically included in an OM. For purposes of this practice note, we have assumed that the issuer is a non-investment grade, Category 2 issuer (as defined in Regulation S) issuing debt securities that are subject to registration rights For more information, see Practice Note: Understanding the requirements of Rule 144A and Regulation S.

Offerings under 144A/Reg S are exempt from the registration and prospectus requirements of the Securities Act. As a result, there are few specific requirements for an OM. Instead, issuers and initial purchasers may exercise a certain degree of discretion as to the types and amount of information included in an OM.