Purchase Agreement
(Rule 144A and/or Regulation S Debt Offering)

Summary

This template purchase agreement may be used in connection with an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. This template includes practical guidance and drafting notes. A purchase agreement for a Rule 144A offering is a contract that establishes the legal relationship between the issuer and the investment banks acting as initial purchasers with respect to the purchase and resale of securities in the offering. Rule 144A allows resales of securities to qualified institutional buyers (QIBs) (generally, certain institutional investors that own and invest on a discretionary basis at least $100 million in securities) without registration. Because it is a resale exemption under Section 4(a)(1) of the Securities Act (15 U.S.C. § 77d(1)), Rule 144A is not directly available to an issuer of securities. In practice, however, Rule 144A is used to effect securities offerings using a two-step process that is similar to an underwritten registered offering. First, the securities are sold by the issuer to investment banks (commonly referred to as "initial purchasers") using another exemption from registration (most commonly, the private placement exemption provided by Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d(a)(2)), a safe harbor under Regulation D, or Regulation S). Second, the initial purchasers will immediately resell the securities to QIB purchasers in reliance on Rule 144A. Among other things, this template agreement provides for the sale of debt securities (i.e., senior notes) to the initial purchasers, subject to the conditions set forth in the agreement. This agreement establishes the key terms of the offering, including the representations and covenants made by the parties, and the conditions for closing. This agreement assumes the Rule 144A offering will be followed by a registered exchange offer and, consequently, includes execution of a registration rights agreement as a condition to closing. For information on drafting the purchase agreement, see Purchase Agreement Drafting for a Rule 144A / Regulation S Debt Offering. For additional 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.