Rule 144A and Regulation S requirements

Produced in partnership with Lloyd Harmetz of Morrison & Foerster LLP

Practice notes

Rule 144A and Regulation S requirements

Produced in partnership with Lloyd Harmetz of Morrison & Foerster LLP

Practice notes

This Practice Note provides an overview of Rule 144A and Regulation S under the Securities Act of 1933, as amended (Securities Act). Rule 144A and Regulation S are frequently used to effect offerings of Debt Securities without registration under the Securities Act.

Summary of Rule 144A and Regulation S

Rule 144A and Regulation S permit issuers to raise capital without the cost and delay of registration under the Securities Act and review by the US Securities and Exchange Commission (SEC) of the offering documents. In addition to these benefits, these rules do not require extensive ongoing registration or disclosure in the United States. They provide a ‘safe harbor’ for offerings, so that the exemption from registration is clearly understood. Depending on the issuer and the offering, the investors in the offering may be able to benefit from the ability to resell in a secondary market for these securities.

Rule 144A was enacted by the SEC to permit resales of debt securities to so-called ‘qualified institutional buyers’ (QIBs) without registration.

Jurisdiction(s):

United Kingdom

Key definition:

Requirements definition

What does Requirements mean?

A DCO should include “Requirements” to which the development authorised by the DCO is to be subject. Similar to planning conditions, a requirement specifies the matters for which detailed approval needs to be obtained before the development can be lawfully begin.

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