A Practice Note providing an overview of private placements and other unregistered offerings commonly used as alternatives to SEC-registered offerings. This Practice Note explains what a private placement is and why companies issue unregistered securities. This Practice Note also examines commonly used registration exemptions and resale safe harbors used by issuers and investors holding unregistered securities, including Section 4(a)(2) of, and the Regulation D safe harbors under, the Securities Act and Rule 144A. In addition, it offers examples of how, and the circumstances under which, issuers and investors use these exemptions.