Identifying the parties involved in a Rule 144A/Regulation S debt offering and their roles
Identifying the parties involved in a Rule 144A/Regulation S debt offering and their roles

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

  • Identifying the parties involved in a Rule 144A/Regulation S debt offering and their roles
  • Role of investment banks in pricing and marketing securities
  • Role of the issuer’s independent auditors
  • Role of the trustee/paying agent
  • Role of issuer’s counsel
  • Role of initial purchasers’ counsel
  • Role of DTC

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.

A Rule 144A (17 CFR 230.144A)/Regulation S debt offering involves a team of representatives of the issuer, together with external advisors. External advisors for a securities offering will typically include one or more investment banks to serve as the initial purchasers/underwriters of the securities, an independent auditing firm, outside legal counsel for the issuer and a trustee/paying agent. The investment banks will also have their own outside counsel. Another important party in a Rule 144A/Regulation S offering is The Depository Trust Company (DTC), which keeps securities ownership records and settles trades.

Role of investment banks in pricing and marketing securities

The investment bankers play a leading role throughout the offering process. A company selects an investment bank based on its industry expertise, including the reputation of its research analysts, the strength of its distribution network, and its general reputation. The investment banks participating in a securities offering are called 'underwriters' in registered underwritten public offerings, and are typically called 'initial purchasers' in Rule 144A/Regulation S offerings. A company will hire one or more lead managers