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DTSTAMP:20260405T014307Z
DTSTART:20190516T141500Z
DTEND:20190516T153000Z
SUMMARY:What do we mean – and where – nearly thirty years on – by Rule 14
 4A and Regulation S? survey and case study
DESCRIPTION:Nearly thirty years after their adoption revolutionised the n
 on-SEC registered securities markets\, Rule 144A and Regulation S have p
 roved to be versatile\, popular financing tools for a wide variety of ma
 rkets. The identification of a deal as a ‘Rule 144A deal’ or a ‘Regulati
 on S deal’\, as a formal and technical matter\, just refers to the exemp
 tion from registration for which a particular\noffering of securities ha
 s been structured. However\, over time\, for different markets and produ
 cts\, the designations have come to have additional concrete implication
 s and meanings – very different ones in different markets. What do the r
 eferences imply\nfor publicity restrictions? For disclosure documents\, 
 legal opinions and due diligence? For the very terms and conditions of s
 ecurities? And how have these considerations changed recently?\nThis pan
 el will consider structures and market practices for Rule 144A and Regul
 ation S offerings in multiple markets and products\, including:\n• initi
 al public offerings in Asia\, the Americas and Europe • investment grade
  and high yield debt securities\n• ‘Nordic’ securities with Rule 144A tr
 anches\n• equity-linked instruments around the world.\nThe panellists wi
 ll also discuss the variations in market practice and what they imply ab
 out the views of Rule 144A\, Regulation S and documentary or disclosure 
 liability risk.\nThe panel will drill down with a case study on equity-l
 inked securities.\n• Why are so many convertible and exchangeable bond o
 fferings undertaken only under Rule 144A or Regulation S\, and not ‘glob
 ally’ in dual-tranche Rule 144A/Regulation S offerings?\n• What are the 
 differences in market practice for disclosure\, diligence\, terms of the
  securities (anti-dilution adjustments\, trigger events)\, deal structur
 es and hedging\, for equity-linked\nsecurities?\n• What does this tell u
 s about the US market?\, the Euromarket?\n• The details of Rule 144A and
  Regulation S?
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