Publicity Guidelines Form
(Rule 144A and/or Regulation S Offering)

Summary

This publicity guidelines template may be used for a securities offering relying on Rule 144A (17 C.F.R. § 230.144A) and/or Regulation S (17 C.F.R. § 230.901 et seq.). Publicity guidelines set forth the restrictions on publicity and other forms of communication that all offering participants should adhere to in order to comply with the requirements of Rule 144A and Regulation S. This template contains practical guidance and drafting notes. An issuer must comply with certain offering restrictions to rely on Regulation S and Rule 144A. Regulation S, among other things, requires the offer and sale of securities to be made in an “offshore transaction” and prohibits “directed selling efforts” (as defined in Regulation S) in the United States. Prior to the enactment of the JOBS Act in 2012, it was widely understood that general solicitation and general advertising could not be used in a Rule 144A transaction. Pursuant to the JOBS Act, amended Rule 144A now expressly authorizes general ...