Tips For Drafting A Rule 144A Or Reg. S Indenture

Law360, New York (August 22, 2013, 3:39 PM EDT) -- In this article, we summarize the restrictive covenants and transfer provisions of an indenture governing debt securities issued in a Rule 144A (17 CFR 230.144A) or a Regulation S transaction. For the purposes of this article, we have assumed that the issuer is a noninvestment grade, Category 2 issuer (as defined in Regulation S).

Typically, an indenture used in a Rule 144A or Regulation S issuance will be a “closed-end” indenture governing just one series of notes, as opposed to an “open-ended” indenture that would be...
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