What does this Practice Note cover? This Practice Note discusses the parties in a Rule 144A (17 CFR § 230.144A)/Regulation S debt offering. These offerings are generally complex transactions that involve multiple parties, each performing a critical role. Key parties include the representatives of the issuer, one or more investment banks to serve as the initial purchasers of the securities (and to perform a similar role for the Regulation S securities), a trustee/paying agent, and an independent auditing firm, as well as counsel to the issuer, initial purchasers, and trustee. Further, there may be other parties involved in a more limited capacity, including local counsel, The Depository Trust Company (DTC), credit ratings agencies, printers and regulators, among others. Each of these parties is discussed in further detail below. Issuer The issuer is the entity issuing the securities being offered and sold. As the driver of the securities offering, the issuer will approve the key commercial terms of the offering, including the size of the offering, interest rate, and maturity date,