Board Resolutions: Rule 144A and/or Regulation S Debt Offering Authorization

Summary

These template resolutions of the Board of Directors may be used by an issuer seeking to conduct an unregistered offering of debt securities in reliance on Rule 144A (17 C.F.R. § 230.144A) and/or Regulation S under the Securities Act of 1933, as amended. This template includes practical guidance and drafting notes. The resolutions authorize the issue and sale of notes to the initial purchasers, the execution of the indenture and notes, the registration rights agreement, the purchase agreement, and the preparation of the offering memorandum. The resolutions also authorize the appropriate officers of the issuer to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission to register the securities pursuant to its obligations under the registration rights agreement, assuming the offering will be followed by a registered exchange offer. For additional information on Rule 144A/Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit and Rule 144A Transactions. For an overview of documents required in a Rule 144A/Regulation S offering, see Rule 144A and Regulation S Debt Offerings Requirements Checklist. For more on board resolutions generally, see Board Resolutions for Capital Markets Transactions Resource Kit.