Join us at the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2025 conference.
This annual conference provides an overview of the legal framework applicable to private and exempt offerings, covering the basics of private placements, resales of restricted securities, Rule 701, Rule 144, Section 4(a)(1-1/2) transactions and block trades, and private secondary transactions. …
In its Annual Report (the “Report”), the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) provides data on the reliance by private and public companies on exempt offerings to raise capital. Based on data provided by the SEC’s Division of Economic and Risk Analysis, between July 1, 2022 and…
This practice note discusses the rules and exemptions for reselling securities that are acquired in Rule 144A or Regulation S transactions. Rule 144A securities are restricted securities that can only be sold to qualified institutional buyers (QIBs) or under certain conditions, such as after a holding period or in compliance with Rule 144. Regulation S…
This practice note discusses drafting considerations for an indenture governing debt securities issued in a Rule 144A/Regulation S transaction, with a focus on covenants and transfer restrictions. An indenture is a contract between an issuer of securities and a trustee that defines the terms of the debt securities and the duties of each party. The…
This practice note discusses conducting due diligence interviews for a securities offering, which are meetings or calls among the underwriters, their counsel, the issuer, and other parties to discuss the issuer’s business, operations, and financial results. The purpose of these interviews is to help the underwriters perform a reasonable investigation, ensure the accuracy and completeness…
This practice note explains the due diligence process for an unregistered offering of debt securities that relies on Rule 144A and/or Regulation S under the Securities Act of 1933. Due diligence is a critical component of the offering, as it helps the initial purchasers and the issuer to assess the legal, business, and reputational risks…
The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11.
See the order here.
March 14 – 15, 2023 Hybrid
Register here.
The Practising Law Institute (PLI) will host a two-day, hybrid program, Private Placements and Hybrid Securities Offerings 2023, from March 14 – 15, 2023. Chaired by Mayer Brown partner, Anna Pinedo, the program covers the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions…
With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income securities (the “Rule”), the SEC staff granted some temporary relief in a new no-action letter on November 30. Participants in…
August 17, 2022 Webinar
1:00pm – 2:00pm ET
Register here.
This PLI briefing will provide an overview of a December 2021 SEC clarification that it would begin applying Rule 15c2-11 to broker-dealer quotations for fixed income securities, including securities traded under Rule 144A among QIBs. This “clarification” would require private “Rule 144A” issuers to…
