Press Release
(Rule 144A/Regulation S Debt Offering; including Related Disclosure on Form 8-K)


Summary

This template press release may be adapted for the launch, pricing, or closing of a concurrent unregistered offering of debt securities made (1) within the United States in reliance on Rule 144A (17 C.F.R. § 230.144A) under the Securities Act of 1933, as amended (Securities Act) and (2) outside of the United States in reliance on Regulation S (17 C.F.R. § 230.901 et seq.). Guidance on special considerations regarding the timing and content of a press release for concurrent Rule 144A/Regulation S debt offerings is included. Sample language for related disclosure on Form 8-K is also included for reporting issuers that may elect to assure compliance with Regulation FD by filing the press release with the Securities and Exchange Commission (SEC) as an exhibit to the Form 8-K. This template includes practical guidance, drafting notes, and optional clauses. Note that prior to the enactment of the JOBS Act, industry practice regarding Rule 144A offering press releases was to comply with Rule ...