SEGMENT 1 :

Katherine Hsu, Special Counsel, Office of Rulemaking, Division of Corporation Finance,
U.S. Securities and Exchange Commission

1. Amendments to Holding Periods for Restricted Securities
    •  Restricted Securities of Exchange Act Reporting Companies
        – Shortened the Rule 144(d) holding period to six months
        – Between six months and one year, public resales of restricted securities by non-affiliates are
           subject only to the current public information requirement
        – After one year, non-affiliates can publicly resell their securities without any restriction
    •  Restricted Securities of Non-Reporting Companies
        – Continue to be subject to a one-year Rule 144(d) holding period
        – After one year, however, non-affiliates can publicly resell their restricted securities without
           restriction
2. Amendments Relating to Other Rule 144 Conditions (Applicable Now Only To Affiliates’ Sales)
    •  Amended the manner of sale requirements to permit sales through certain riskless principal
       transactions where trades are executed at the same price
    •  Brokers posting of bid and ask quotations on certain alternative trading systems is not a
       solicitation
    •  Form 144 filing threshold increased to 5,000 shares and $50,000
3. Rule 144 Amendments Relating to Affiliates’ Sales of Debt Securities
    •  Manner of sale requirements eliminated for debt securities
    •  Volume limitations raised
        – Alternative method of calculating volume limitation for debt securities
        – Up to 10% of tranche, together with all sales of securities of the same tranche sold for the
           account of the security holder within a three-month period
4. Rule 144 Amendments Relating to Shell Companies
    •  Codification of Worm letter (Division of Corporation Finance letter to Ken Worm (Jan. 21, 2000)) –
       Rule 144 is not available for resale of securities of blank check companies (or former blank
       check companies)
    •  Modifications from letter
        – Used Securities Act Rule 405 definition of “shell company” which includes blank check
           companies
        – Securities can be sold subject to Rule 144 if certain conditions are met:
    •  Issuer (formerly a shell) has ceased to be a shell company
    •  Issuer of securities is now subject to Exchange Act reporting requirements
    •  Issuer has filed all reports and material required to be filed during preceding 12 months
    •  At least one year has elapsed from the time the issuer filed current Form 10 type information.
       (Form 10 information is deemed filed when the initial filing is made with the Commission.)
5. Other Rule 144 Amendments
    •  Codified several other staff interpretations
        – See Section II.F of the Adopting Release (Release No. 33-8869)
    •  Simplified and streamlined the Preliminary Note to Rule 144 and parts of the Rule 144 text, using
       plain English principles
    •  Conforming and other amendments
        – Regulation S distribution compliance period is six months for reporting Category Three issuers
        – Securities Act Rule 190 (ABS securities)
6. Amendments to Rule 145
    •  Rule 145(c) previously deemed parties to such transaction (other than the issuer) or affiliates of
       parties to be underwriters.
    •  The amendments eliminated the presumed underwriter provision EXCEPT when the transaction
       involves a shell company.
    •  Those deemed an underwriter under the amendments are subject to revised resale restrictions
       in paragraph (d) of the rule.

SEGMENT 2 :

Laurie L. Green, Partner,
Holland & Knight LLP

1. Effect of changes on private placements
2. The future of registration rights agreements
    •  When will resale registration statements be required for private equity offerings
    •  When will exchange offers and resale registration statements be required for private debt
       offerings
3. Practical guidance for drafting registration rights agreements
    •  Effect of changes on existing registration rights agreements
    •  Market practice for new registration rights agreements following changes to Rule 144
    •  Suggested registration rights provisions

SEGMENT 3 :

Ronald O. Mueller, Partner,
Gibson Dunn & Crutcher

1. Issuer compliance practice and procedures
    •  what do representation letters now need to address
    •  how are companies handling de-legending requests
    •  what are the main issues that remain in handling restricted and control securities
2. Practical effects of SEC interpretations that have been codified into Rule 144
3. Changes to Rule 145
    •  What the changes to Rule 145 mean
    •  Effect of changes on companies involved in M&A transactions
    •  Effect of changes on shareholders of acquired companies