A Practice Note providing an overview of how an unregistered offering is conducted. This Note explains what an unregistered offering is. In addition, this Note describes the parties involved in an unregistered offering and the role each party plays in the offering. This Note also summarizes the documents involved in an unregistered offering, focusing on the offering document and the purchase agreement. This Note also reviews the offering process, from drafting the offering document and conducting due diligence to drafting and negotiating the key agreements and closing the offering.