144a exchange act


On December 8, 2016, the staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding status of qualified institutional buyers (QIBs) under Rule 144A of the Securities Act of 1933, as amended (Securities Act). The securities eligible for resale under Rule 144A are securities of U.S. and foreign issuers that are not listed on a U.S. securities exchange or quoted on a U.S. automated inter‐dealer quotation system. See “What is the definition of a U.S. national securities exchange or Reg S and 144A What is Regulation S and Rule 144A? Here at ISIN we assist with 144A or Reg S offering. From the initial drafting of the documents to securities identification codes to investor contacts, there is not an aspect of the process we are not familiar with. The 2008 amendments reduced the Rule 144 holding periods, and allow non-affiliates to freely resell securities of Exchange Act reporting companies after a six-month period and to resell freely securities of all companies, regardless of Exchange Act reporting status, after a one-year period. Exchange Act for at least 12 months and that have timely filed all required reports during the preceding 12 months, subject to certain other requirements, may use Form F-3, a short form registration statement that allows a foreign private issuer to incorporate much of the required information by reference to its Exchange Act reports. Rule 144A. Rule 144 is not to be confused with Rule 144A, which provides a safe harbor from the registration requirements of the Securities Act of 1933 for certain private (as opposed to public) resales of restricted securities to qualified institutional buyers. The 2008 amendments reduced the Rule 144 holding periods, and allow non-affiliates to freely resell securities of Exchange Act reporting companies after a six-month period and to resell freely securities of all companies, regardless of Exchange Act reporting status, after a one-year period.