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 premium CLE webinar with Q&A
This CLE course 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.
Outline
- Structuring the Rule 144A and Regulation S offering
- The offering memorandum: best practices and liability considerations
- The purchase agreement: understanding the terms
- The registration rights agreement (if any)
- Ancillary documents
- U.S. tax and regulatory considerations beyond the Securities Act
- 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
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
Mr. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors. He represents issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism.
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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
Mr. Marcus specializes in advising small and medium sized companies on corporate finance, SEC disclosure matters, corporate governance, and private and public offerings, including equity offerings, high-yield, and convertible offerings. He serves as counsel in numerous "SPAC" offerings, and reverse merger transactions. He also represents publicly-held companies with their Exchange Act filing obligations as well as their relationship with NASDAQ, AMEX and the NYSE.
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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
Mr. Satory is a member of his firm's Capital Markets and Securities Group. He focuses his practice on a variety of significant cross-border capital markets offerings, with a particular focus on financial institutions as well as those in the energy, communications, consumer retail and bio-tech sectors. He also provides clients advice on corporate governance, SEC reporting and other compliance matters.
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