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
Due Diligence Interviews
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
Due Diligence in a Rule 144A Regulation S Offering
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
Rule 144A Relief from Rule 15c2-11
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.
Private Placements and Hybrid Securities Offerings 2023
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
SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities
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
Rule 15c2-11: SEC “Clarification” of Broker-Dealer Focused Rule Sending Shockwaves Through Debt Capital Markets
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
What’s the Deal? The Compendium. (2022 Update)
Well, What’s the Deal?
We updated our popular series and published a new compendium. It includes brief discussions in plain English on popular financing methodologies, securities law issues, and practice pointers. With over 170 pages of content, the compendium is available online now to print. See also the tab on the left.
Request your paperback
PLI’s Private Placements and Hybrid Securities Offerings 2022
March 31 – April 1, 2022 Webinar
Register here.
Mayer Brown invites you to the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2022 virtual conference.
Private Placements and Hybrid Securities Offerings 2022 will cover the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block trades. The program will
What’s the Deal? – Regulation S
Regulation S – it’s all about the definitions. US persons, distribution compliance periods, category 1, category 2, category 3, offshore transactions, directed selling efforts… where does it end? It ends at our new What’s the Deal? – Regulation S guide, where you will find clear and succinct answers to many of the questions raised by