Nearly thirty years after their adoption revolutionised the non-SEC registered securities markets, Rule 144A and Regulation S have proved to be versatile, popular financing tools for a wide variety of markets. The identification of a deal as a ‘Rule 144A deal’ or a ‘Regulation S deal’, as a formal and technical matter, just refers to the exemption from registration for which a particular offering of securities has been structured. However, over time, for different markets and products, the designations have come to have additional concrete implications and meanings – very different ones in different markets. What do the references imply for publicity restrictions? For disclosure documents, legal opinions and due diligence? For the very terms and conditions of securities? And how have these considerations changed recently? This panel will consider structures and market practices for Rule 144A and Regulation S offerings in multiple markets and products, including: • initial public offerings in Asia, the Americas and Europe • investment grade and high yield debt securities • ‘Nordic’ securities with Rule 144A tranches • equity-linked instruments around the world. The panellists will also discuss the variations in market practice and what they imply about the views of Rule 144A, Regulation S and documentary or disclosure liability risk. The panel will drill down with a case study on equity-linked securities. • Why are so many convertible and exchangeable bond offerings undertaken only under Rule 144A or Regulation S, and not ‘globally’ in dual-tranche Rule 144A/Regulation S offerings? • What are the differences in market practice for disclosure, diligence, terms of the securities (anti-dilution adjustments, trigger events), deal structures and hedging, for equity-linked securities? • What does this tell us about the US market?, the Euromarket? • The details of Rule 144A and Regulation S?