Purchase Agreement Drafting for a Rule 144A / Regulation S Debt Offering


This practice note discusses purchase agreements for unregistered offerings of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933, as amended (Securities Act). A purchase agreement for a Rule 144A/Regulation S offering is a contract that establishes the legal relationship between the issuer of the securities and the investment banks that act as "initial purchasers" for the Rule 144A tranche (and potentially as placement agents for the Regulation S tranche).