144A

Rule 144A provides an exemption for certain resales of eligible securities made to qualified institutional buyers, or QIBs. A traditional Rule 144A offering generally is structured such that an issuer offers eligible securities in a statutory private placement to an initial purchaser, which is an investment bank, acting as principal, which, in turn, immediately resells such securities to QIBs. Given the operation of the resale exemption, and that immediate resales are permitted, a Rule 144A offering resembles closely a traditional or firm commitment underwritten public offering.