Pricing Term Sheet
(Unregistered Debt Securities)

Summary

This pricing term sheet template(also called a pricing supplement or pricing information) can be used for an unregistered offering of non-convertible debt securities (including offerings made in reliance on Regulation 144A (17 C.F.R. § 230.144A) and/or Regulation S of the Securities Act of 1933, as amended). This template includes practical guidance and drafting notes. In a typical unregistered debt offering, the issuer and initial purchasers will use a preliminary offering memorandum for road shows and marketing of the offering. The preliminary offering memorandum will contain placeholders for pricing information (such as the interest rate and yield of the securities), settlement dates, and any other pricing-related terms of the securities. The pricing information will usually be determined on a call between the issuer and the initial purchasers on the pricing day. After the pricing call, the pricing term sheet will be filled in with the pricing information and distributed to investors to quickly convey the final pricing information of the securities. The information from the pricing term sheet will be incorporated into the preliminary offering memorandum to produce the final offering memorandum. In order for all parties to agree to the information to be provided, a form of pricing term sheet is often included as a schedule or attachment to the purchase agreement (see Purchase Agreement (Rule 144A and/or Regulation S Debt Offering)). For more information regarding Rule 144A and Regulation S debt offerings, see Rule 144A and Regulation S Requirements and Offering Memorandum Drafting for Rule 144A / Regulation S Offerings. For an overview of the resources available on Rule 144A and Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit.