Rule 144A and Regulation S Securities Offerings: Navigating the Process and Closing the Deal

Preparing the Offering Memorandum, Purchase Agreement, Registration Rights Agreements and Other Ancillary Documents

Recording of a 90-minute CLE webinar with Q&A


Conducted on Thursday, September 3, 2015

Recorded event now available

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Program Materials

This CLE webinar will discuss the process for conducting securities offerings pursuant to Rule 144A and Regulation S under the Securities Act, liability and associated disclosure considerations, the drafting and negotiating of the purchase agreement, registration rights agreement (if any) and other ancillary documents, U.S. tax and regulatory considerations beyond the Securities Act, and recent legal developments in federal securities laws relating to such offerings.

Description

Rule 144A is an exemption from registration requirements of the Securities Act for the resale of securities to qualified institutional buyers, or QIBs, in the United States. Regulation S is a safe harbor that defines when an offering or sale of securities outside the United States is not to be subject to the registration requirements under the Securities Act. Together, Rule 144A and Regulation S permit companies to access the global capital markets, including the United States.

Listen as our authoritative panel of finance practitioners analyze the process and issues presented in Rule 144A/Regulation S securities offerings.

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Outline

  1. Structuring the Rule 144A and Regulation S offering
  2. The offering memorandum: best practices and liability considerations
  3. The purchase agreement: understanding the terms
  4. The registration rights agreement (if any)
  5. Ancillary documents
  6. U.S. tax and regulatory considerations beyond the Securities Act
  7. Recent developments in federal securities law including as a result of the JOBS Act

Benefits

The panel will review these and other key issues:

  • Best practices and liability considerations for drafting the offering memorandum
  • Understanding key terms of the purchase agreement
  • U.S. tax and regulatory considerations beyond the Securities Act
  • Recent developments in federal securities law including as a result of the JOBS Act regulations

Faculty

Russo, Raphael M.
Raphael M. Russo

Partner
Paul Weiss Rifkind Wharton & Garrison

Mr. Russo focuses on capital markets and corporate finance as well as the representation of public companies and...  |  Read More

Arthur Marcus
Arthur Marcus

Partner
Sichenzia Ross Friedman Ference

Mr. Marcus specializes in advising small and medium sized companies on corporate finance, SEC disclosure matters,...  |  Read More

Satory, John J.
John J. Satory

Counsel
Paul Weiss Rifkind Wharton & Garrison

Mr. Satory is a member of his firm's Capital Markets and Securities Group. He focuses his practice on a variety of...  |  Read More

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