U.S. Wrap Offering Memorandum
(Rule 144A and Rule 506 Offering) (Canadian Issuer)

Summary

This template U.S. offering memorandum (OM) (commonly referred to as a "U.S. wrap" or "U.S. wrapper") may be used for a securities offering conducted concurrently in Canada and in the United States. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template assumes (1) a public offering in Canada and (2) concurrent exempt offerings conducted in reliance on Rule 144A (17 C.F.R. § 230.144A) and Rule 506 of Regulation D (17 C.F.R. § 230.506) under the Securities Act of 1933, as amended (Securities Act), in the United States. A U.S. wrap may be used in an offering of securities in the United States being conducted concurrently with an offering made outside the United States. For example, a Canadian issuer may wish to conduct a public offering of securities in Canada and also conduct an exempt (i.e., non-registered) offering to investors in the United States. For the Canadian offering, the issuer will need to prepare and file a Canadian prospectus with the applicable provincial securities authority. The Canadian prospectus will not, however, generally contain certain information necessary for, and expected by, U.S. investors. A wrap is typically used when most of the overall offering will be made in Canada, and the U.S. offering comprises a relatively small part of the overall offering. When the larger part of the offering will occur in the United States, it is customary to prepare a separate, U.S.-style offering document for the U.S. offering. A U.S. wrap generally refers to the supplemental pages to a non-U.S. prospectus (or other offering document) containing information required or customarily provided for an offering to U.S. investors. This information includes, among other things, a cover page with required U.S. securities legends, information about the U.S. offering, and transfer restrictions on the offered securities. The non-U.S. prospectus (which contains the substantive disclosure about the issuer) is an attachment or insert to the U.S. wrap. The entire package given to U.S. investors is called the U.S. offering memorandum (though it may also be referred to as an offering circular or placement memorandum). Wraps are generally much easier and cheaper to prepare than standalone offering documents. U.S. counsel will typically only be engaged to draft the wrap (a relatively short document) and advise on U.S.-specific legal matters. U.S. counsel will generally not be expected to participate in due diligence, attend drafting sessions, deliver a negative assurance (or "10b-5") letter, or perform other tasks typically required when drafting a prospectus or other standalone offering document. For more information on preparing offering documents generally, including standalone offering documents, see Offering Documents Resource Kit. For further resources on Rule 144A and Rule 506 of Regulation D, see Rule 144A / Regulation S Offerings Resource Kit and Private Placements Resource Kit, respectively. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit. For other template U.S. offering memorandums that may be used for concurrent U.S. and Canadian offerings, see U.S. Wrap Offering Memorandum (Rule 144A Offering) (Canadian Issuer) and U.S. Wrap Offering Memorandum (Rule 506 Offering) (Canadian Issuer).