Global Note
(Rule 144A/Regulation S)

Summary

This global note template may be used in an offering of debt securities relying on Rule 144A (17 C.F.R. § 230.144A) and/or Regulation S under the Securities Act of 1933, as amended. A global note is a single note instrument representing an entire tranche (or issuance) of notes to be held by a depositary bank (or its nominee) for the benefit of the beneficial owners. The purchase agreement will typically require the execution, delivery, and authentication of the global note as a condition to closing. This template includes practical guidance and drafting notes. The provisions in the template of note typically summarize provisions of the indenture and the "Description of the Notes" (or equivalent) section of the offering memorandum. In most cases, the parties will heavily negotiate the Description of the Notes section and conform the indenture and the form of notes as necessary. Accordingly, if those documents are modified, care should be taken to ensure that the form of note will include corresponding modifications. The form of note is often included as an exhibit to the indenture. The final executed version of the note delivered for closing should not deviate from the exhibit (aside from filling in missing information). Be aware that if the offering is a concurrent 144A and Regulation S offering, separate global notes will need to be prepared for the 144A and Regulation S tranches (they will have different CUSIP numbers and may have different legends, depending on the indenture). For a template of indenture for a Rule 144A/Regulation S offering, see Indenture (Rule 144A and/or Regulation S Debt Offering). For additional resources and 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.