Notice. Educational and marketing content only. FG Capital Advisors acts as advisor and placement agent through regulated partners. We are not a broker dealer or underwriter. All offerings depend on legal review, KYC/AML and sanctions checks, investor appetite, documentation quality, and approvals by relevant regulated entities.
Rule 144A QIB Offering Advisory And Placement
Rule 144A is the workhorse for private note offerings sold to Qualified Institutional Buyers where sponsors want scale, pricing tension, and a repeatable access route to large professional investors. FG Capital Advisors helps sponsors, private credit managers, and corporates design QIB ready structures, coordinate with counsel and dealer partners, and run a controlled placement process under a clear mandate.
Share your target raise size, use of proceeds, and investor profile. We indicate whether a 144A structure makes sense on size and credit quality, and we outline the route to term sheets and execution through our regulated partners.
Request A 144A ProposalOn This Page
When A Rule 144A Structure Makes Sense
Suitable Transactions
- Note or bond style offerings with a clear coupon, tenor, and covenant package.
- Sponsors and issuers that want access to repeat QIB demand for follow on taps if performance is strong.
- Financings where the real buyers are large asset managers, insurers, pensions, banks, and specialist credit funds rather than retail or small family offices.
- Transactions that justify full offering documentation and ongoing reporting, including private credit, acquisition finance, project and infrastructure debt, and corporate refinancings.
Situations Better Suited To Another Route
- Small sponsor equity raises and club rounds where Regulation D Rule 506 is more direct and cost effective.
- Transactions without a clear credit story, limited disclosure, or weak reporting capability.
- Deals that only need a handful of long term buy and hold family offices rather than a scalable QIB base.
- Structures that require public retail participation or broad non professional distribution, which sit outside a 144A QIB focus.
What FG Capital Advisors Does In A 144A Mandate
Structure, Documentation, And Governance
- Work with counsel to choose the exemption mix, usually Section 4(a)(2) primary issuance and Rule 144A resales, with an optional Reg S tranche for non US buyers where relevant.
- Shape the security type, coupon structure, tenor, covenants, and information undertakings so the deal reads correctly for QIB credit committees.
- Review offering memorandum drafts for clarity on use of proceeds, risk factors, structural subordination, security, and intercreditor terms.
- Coordinate with trustee, paying agent, and any security or collateral agents through regulated partners so the closing stack holds up under diligence.
QIB Targeting, Feedback, And Placement
- Map a realistic QIB universe by sector, rating appetite, tenor, size, and jurisdiction preferences.
- Support investor education with clear presentation materials, Q&A preparation, and management meeting planning.
- Collect price, size, and structure feedback from QIBs through our regulated partners and use it to refine terms before launch.
- Work with dealer desks and placement partners on allocation guidance that balances anchor orders, diversification, and long term relationship value.
Our 144A Execution Process
| Stage 1 – Screening And Structuring | Review business model, capital structure, and target investor base. Confirm that a 144A route makes sense. Outline likely size, tenor, covenant style, and where a parallel Reg D or Reg S component may be needed. |
| Stage 2 – Mandate, Counsel, And Timetable | Agree mandate, success fee, and chaperone model. Confirm lead counsel and any local counsel in relevant jurisdictions. Lock a working timetable for documentation, investor outreach, and closing. |
| Stage 3 – Offering Memorandum And Data Room | Build or refine the data room and coordinate the first full draft of the offering memorandum with counsel. Address structure, risk factors, financials, and any security package until QIB level disclosure is in place. |
| Stage 4 – Investor Soundings And Refinement | Run early soundings with selected QIBs through regulated partners, capture feedback on size, price, and terms, and refine covenants and structure before broader outreach. |
| Stage 5 – Launch, Bookbuild, And Allocation | Coordinate with dealer desks and regulated placement partners during launch. Monitor orders, adjust price guidance if needed, and shape allocations to build a stable QIB book. |
| Stage 6 – Closing And Post Closing Support | Support final documentation, conditions precedent, and funding mechanics. After closing, assist the issuer in setting up reporting calendars, covenant compliance tracking, and investor relations routines. |
Timelines vary with complexity, sector, disclosure readiness, and market conditions. Many repeat issuers can move faster once a first 144A platform is established.
QIB Targeting And Investor Profile
Typical QIB Participants
- Large asset managers and credit funds with dedicated high yield, private credit, or structured credit mandates.
- Insurance portfolios seeking spread with clear capital treatment and predictable cash flows.
- Pension and retirement plans with allocations to private debt and illiquid credit.
- Banks and balance sheet investors that take 144A paper where structure and risk profile fit their internal limits.
What QIBs Expect To See
- A clear credit story with realistic base case and downside scenarios, including covenant headroom and refinancing paths.
- Financial statements and projections that tie cleanly to the note terms, security package, and ranking in the capital structure.
- Transparent use of proceeds, governance arrangements, and alignment between sponsors and noteholders.
- A practical reporting plan, including frequency, metrics, and access for QIBs to ask questions after closing.
What We Need From You To Assess A 144A Deal
Baseline Information
- Description of the business, asset pool, project, or fund that will service the notes.
- Current capital structure, existing debt, security interests, and ranking of the proposed notes.
- Audited or reviewed financial statements and a working model with clear assumptions.
- Use of proceeds and any linked transactions such as acquisitions or refinancings.
Documentation And Governance
- Draft term sheet if available, or a clear outline of required size, tenor, coupon style, and covenants.
- Corporate structure charts, jurisdiction details, and any existing indentures or shareholder agreements that affect the notes.
- Contact details for internal and external counsel, auditors, and any existing trustees or agents.
- KYC pack for key entities and individuals so regulated partners can carry out their checks.
Indicative 144A Deal Parameters
| Typical Use Cases | Private note offerings for acquisition finance, growth capital, refinancing of bank debt, project and infrastructure finance, and portfolio level financings for private credit managers and sponsors. |
| Size And Tenor | Size, tenor, and structure are deal specific. Larger and longer dated transactions need stronger disclosure, covenant protection, and a more extensive QIB base. |
| Currency | Primarily hard currency notes. Local currency tranches may be added where investor demand, funding needs, and hedging arrangements support it. |
| Security And Ranking | Senior secured, senior unsecured, or subordinated formats are possible. The security package, intercreditor terms, and ranking must be consistent with the credit story and investor expectations. |
| Parallel Exemptions | Many 144A programs run alongside a Reg S tranche for non US buyers and a sponsor equity or preferred equity raise under Regulation D. |
| Timeline | Timelines depend on disclosure readiness, legal complexity, rating considerations, and market conditions. We address timing expectations as part of the initial assessment. |
If you are planning a note or bond style financing where QIBs are the natural buyers, send us your deck, financials, draft term sheet, and target timing. We will respond with a view on 144A suitability, the likely structure across 144A, Reg S, and any Reg D leg, and the mandate model for working with our regulated partners.
Request A 144A ProposalFAQ
Do I always need a 144A structure for a private note offering?
No. Some smaller or relationship driven deals can be placed directly under Section 4(a)(2) or Regulation D where a narrow group of investors is sufficient. A 144A format starts to make more sense once QIB liquidity, depth of book, and potential repeat access become priorities.
Can I combine a 144A note with a Regulation D equity raise?
Yes. Many sponsors raise equity or preferred interests from accredited investors under Regulation D and layer a 144A note on top for QIBs. The structures must be planned together so covenants, security, and disclosure remain coherent.
Do I need a rating for a 144A offering?
Not every 144A transaction carries a public rating. Some QIBs prefer rated paper, others focus on documentation strength, collateral, and sponsor track record. Rating strategy is part of the early assessment and depends on sector, size, and investor feedback.
What is FG Capital Advisors’ role alongside broker dealers?
FG Capital Advisors acts as advisor and placement agent working through regulated broker dealer and dealer desk partners. We help structure the deal, coordinate with counsel, prepare materials, and support investor engagement, while regulated entities handle activities that require specific licences.
How are fees structured for a 144A mandate?
Fees usually combine an upfront work fee for structuring and preparation with a success based component on funds raised. Exact terms depend on deal size, complexity, and the scope agreed with FG Capital Advisors and regulated partners.
Disclosures. FG Capital Advisors provides advisory and arranging services through regulated partners. Nothing on this page is an offer or solicitation to buy or sell securities. Any engagement is subject to our internal approval, conflict checks, KYC/AML and sanctions screening, legal and tax advice from your advisers, and the terms of a formal mandate and offering documentation.
