Rule 144A/Regulation S Offerings Publicity Safe Harbors Checklist

Summary

This checklist sets forth the common safe harbors for publicity conducted during transactions relying on Rule 144A and/or Regulation S under the Securities Act of 1933, as amended (Securities Act). In order to rely on Rule 144A and/or Regulation S, issuers are limited in how they announce or otherwise publicize the offerings. Failure to adhere to these limitations may jeopardize the availability of such exemptions. However, certain Securities Act rules, including Rule 135c and Rule 135e, provide safe harbors that allow issuers to make certain communications while conducting the offering. The requirements to comply with each of these rules are discussed below.