144A & Reg S Offerings

144A- Reg S Offerings

Prospectus for 144A and Reg S Bond Offerings

Here at Prospectus LLC, we can help businesses across the globe with Reg S and 144A offerings for any type of security.

What is a 144A Note or Bond?

Any debt security created under 144A will only be available for sale to investors based in the United States. Placements under Rule 144A are considered to be the fastest and most efficient way to obtain funding outside of an IPO. Utilization of this rule can allow one offering to raise up to billions of dollars. Very large companies issue 144A securities instead of issuing equity. Almost all placements under Rule 144A issue debt securities such as bonds or notes.

Rule 144a:
144A, along with Reg S, is one of the most widely utilized rules to raise capital across the globe. This SEC regulation allows qualified institutional buyers, or QIBs, to trade privately held securities amongst themselves. However, these securities are restricted to these qualified investors and no one else. QIBs are experienced or accredited investors who have at least $100 million in financial assets. There are many different aspects to Rule 144A, including the length a QIB has to hold onto a certain security before reselling it, and many other requirements.

Private Placement Market

There are many SEC regulations that apply to 144A offerings and the private offering arena as well. Some include Regulation D, Rule 504 (allows up to $1 million), Rule 505 (allows up to $5 million) and Rule 506 (raise unlimited amount of capital). They also include Sections 4(a)(2), 3(b) and 3(a)(11) of the Securities Act and the relatively new Rule 506(b) and Rule 506 (c). Many rules overlap between regulations but Rule 144A, which permits the resale of restricted securities to qualified institutional buyers is generally used for “large” offerings.

The majority of these regulations and Rule 144A offer exemption from the registration of securities with the SEC under Section 4(a)(2) of the Securities Act of 1933. Regulation S (Reg S) is similar to Rule 144A, except that it applies to international offerings outside of the United States. Regulation D (Reg D) is also similar to 144A, except that it is often used to issue both debt and equity, whereas 144A is almost always debt. In private placement, the most widely utilized methods of obtaining funds are through Reg D and 144A. Reg D is a little more common because it is used to issue both debt and equity securities, and usually smaller amounts of capital can be raised. However, Rule 144A is not far behind in terms of its utilization.


In order to execute an offering under 144A, an offering document like a prospectus must be drafted. It must include pertinent details about the securities such as its terms, interest payments, maturity dates, how much capital the company wishes to raise, and much more. In addition to, or instead of, a prospectus, a company may write a PPM (private placement memorandum).

Regulation S

Regulation S (Reg S) is quite similar to Rule 144A except that it offers international investors the ability to invest. This means that offerings under Reg S cover every country outside the United States. It is common for businesses all over the globe to issue securities under both Regulation S and 144A .

The team at Prospectus LLC is a worldwide expert in offering documents under Rule 144A and Regulation S for both debt and equity securities. We can do both private and public placements. If you have any questions please feel free to reach out to us.

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144A- Reg S Offerings

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