Purchase Agreement
(Rule 144A and/or Regulation S Debt Offering)


Summary

This template purchase agreement may be used in connection with an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. This template includes practical guidance and drafting notes. A purchase agreement for a Rule 144A offering is a contract that establishes the legal relationship between the issuer and the investment banks acting as initial purchasers with respect to the purchase and resale of securities in the offering. Rule 144A allows resales of securities to qualified institutional buyers (QIBs) (generally, certain institutional investors that own and invest on a discretionary basis at least $100 million in securities) without registration. Because it is a resale exemption under Section 4(a)(1) of the Securities Act (15 U.S.C. § 77d(1)), Rule 144A is not directly available to an issuer of securities. In practice, however, Rule 144A is used to effect securities offerings using a two-step process that is ...