An overview of the principal elements of an offering memorandum (OM) (also referred to as a private placement memorandum) prepared in connection with an offering of debt securities under Rule 144A and Regulation S. In particular, this Practice Note reviews typical sections of an OM, including risk factors, capitalization table, management's discussion and analysis, plan of distribution, and resale limitations. It also discusses how the OM is prepared, finalized, and printed.