Due Diligence in a Rule 144A / Regulation S Offering


This practice note discusses the due diligence process for an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. The offering documentation, due diligence, legal opinions and comfort letters for Rule 144A/Regulation S debt offerings are often very similar in many respects to those provided in registered offerings. This practice note focuses on the due diligence process that is conducted by the initial purchasers and their counsel.