Offering memorandum drafting for a Rule 144A/Regulation S securities offering
Produced in partnership with Lloyd Harmetz of Morrison & Foerster LLP
Offering memorandum drafting for a Rule 144A/Regulation S securities offering

The following Banking & Finance guidance note Produced in partnership with Lloyd Harmetz of Morrison & Foerster LLP provides comprehensive and up to date legal information covering:

  • Offering memorandum drafting 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

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. See Practice Note: Rule 144A and Regulation S requirements for more information about issuer categories under 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. The level of disclosure provided in an OM is dependent on a number of factors, including:

  1. the nature of the securities being offered

  2. the reporting status of the issuer

  3. liability concerns, and

  4. whether the OM is expected to be a 'marketing document', or whether the initial purchasers believe that the investors will rely