Rule 144A and Regulation S Debt Offerings Requirements Checklist

Summary

This checklist summarizes the requirements for relying on Rule 144A (17 C.F.R. § 230.144A) and Regulation S (17 C.F.R. § 230.901 et seq.) under the Securities Act of 1933, as amended (Securities Act). Rule 144A provides a safe harbor under Section 4(a)(1) of the Securities Act (15 U.S.C. § 77d(a)(1)) for certain resales of securities by “any person other than an issuer, underwriters, or dealers.” Regulation S provides a safe harbor from the registration requirements of the Securities Act for offerings of securities conducted outside the United States, including resales.