A 144A is one of the more popular raise to conduct a bond or note offering in the United States. Essentially a 144A – which can be used for equity offerings – are primarily used for companies seeking to raise debt capital. 144A offerings are, in theory, a fast way to raise such debt capital with the least amount of bureaucracy when doing so.
144A Private Placement Memorandum
A 144A ppm is unlike other PPMs in either the debt or equity sphere. A 144A ppm has many varying rules that are dissimilar to the traditional Reg D or Regulation D (or Reg S and Reg A for that matter). The memorandum must be written for a certain type of investor called a QIB, which is short for qualified institutional buyer. This QIB must have a certain network under Rule 144A in order to invest in a US entity. 144A offerings are open to US citizens only. If a non-US citizen would like to invest in a 144A, he/she cannot; they can however invest in the company under Rule Regulation S, which is an offering for companies ‘offshore’, in this case just outside the US who not US citizens. Many conduct a 144A and Reg S offering at the same time and the offering memorandum should reflect both rules.
If you need a custom written 144A or Reg S (or a combination of both together) feel free to reach out to us. Our templates are great; however a 144A offering is often conducted for many millions and sometimes billions of dollars and there is little to no room for mistakes.