An issuer private placement of securities (primarily debt, for US issuers) to one or more investment banks or broker-dealers called initial purchasers under Section 4(a)(2) or Regulation D.

The concurrent resales of those securities by the initial purchasers to qualified institutional buyers under Rule 144A. In these resale transactions, the initial purchasers act in substantially the same role as the underwriters of an SEC-registered offering.

Practice Note, Resales Under Rule 144A and Section "4(1½)".

Standard Document, Purchase Agreement: Rule 144A/Regulation S Offering of Non-Convertible Debt (US Issuer).

Practice Note, Purchase Agreement for Rule 144A and Regulation S Offerings: Understanding the Terms.

Practice Note, Raising Capital Under Rule 144A and Regulation S: The Lawyer's Role.

Practice Note, Preparing an Offering Memorandum: Rule 144A/Regulation S Debt Securities Offerings.