Rule 144A and Regulation S requirements
Produced in partnership with Lloyd Harmetz of Morrison & Foerster LLP

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

  • Rule 144A and Regulation S requirements
  • Summary of Rule 144A and Regulation S
  • Rule 144A
  • Rule 144A’s requirements
  • Re-offers
  • Securities eligible for Rule 144A transactions
  • Notice requirement
  • Information requirements under Rule 144A for non-reporting issuers
  • Rule 144A and blue sky laws
  • Original issuance
  • More...

Rule 144A and Regulation S requirements

This Practice Note provides an overview of Rule 144A and REgulation S under the Securities Act of 1933, as amended (Securities Act). Rule 144A and Regulation S are frequently used to effect offerings of debt securities without registration under the Securities Act.

Summary of Rule 144A and Regulation S

Rule 144A and Regulation S permit issuers to raise large amounts of capital without the cost and delay of registration under the Securities Act and review by the US Securities and Exchange Commission (SEC) of the offering documents. In addition to these benefits, these rules do not require extensive ongoing registration or disclosure in the United States. They provide a ‘safe harbor’ for offerings, so that the exemption from registration is clearly understood. Depending on the issuer and the offering, the investors in the offering may be able to benefit from the ability to resell in a secondary market for these securities.

Rule 144A was enacted by the SEC to permit resales of debt securities to so-called ‘qualified institutional buyers’ (QIBs) without registration. The guiding principle behind this exemption is that certain types of large institutional investors are capable of evaluating an investment, and protecting their interests without the need for a detailed prospectus of the type required in a registered offering. In practice, the amount of disclosure included in an offering effected

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