A roadmap for conducting an offering of debt securities under Rule 144A and Regulation S. This Practice Note provides an overview of the process, from the engagement of issuer's counsel to the closing of the offering. It also includes commentary on each of the principal documents prepared in connection with the offering, including the offering memorandum, purchase agreement, registration rights agreement, indenture, and legal opinions. This Note also includes an overview of the due diligence process and a summary of pricing and closing mechanics.