Debt capital markets in the United States: regulatory overview

Legislative Restrictions on Selling Debt Securities -

What are the main restrictions on offering and selling debt securities in your jurisdiction?

Main restrictions on offering and selling debt securities -

Offerings of debt securities must either be registered with the Securities and Exchange Commission (SEC) (www.sec.gov) under section 5 of the Securities Exchange Act of 1933, as amended (15 USC 77a et seq) (Securities Act), or qualify for an applicable exemption from registration. Exemptions from registration include those under:

..Rule 144A under the Securities Act (Rule 144A)

..Regulation S under the Securities Act (Regulation S).

..Section 3(a)(2) of the Securities Act (section 3(a)(2))(see question 3.)

Originally published in Capital Markets Multi-Jurisdictional Guide 2014.

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