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Rule 144A Securities and Exchange Commission (SEC)

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2024 Edition

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This Summary does not contain all of the information that you will need to successfully complete your global IPO. You really should read this entire guide as well as the other Latham & Watkins publications referred to in this...more

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Mayer Brown Free Writings + Perspectives

Private Capital and Exempt Offering Trends in SEC OASB Report

In its Annual Report (the “Report”), the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) provides data on the reliance by private and public companies on exempt...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe...

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more

Cadwalader, Wickersham & Taft LLP

SEC Exempts Brokers and Dealers from Rule 15c2-11 Review and Recordkeeping Requirements for Quotations on 144A Fixed Income...

On October 30, 2023, the Securities and Exchange Commission issued an order (the “Order”) that grants exemptive relief under Rule 15c2-11 under the Securities Exchange Act of 1934 to brokers and dealers that publish...more

Dechert LLP

Sweet Relief? SEC Exempts Fixed-Income Rule 144A Securities from Rule 15c2-11—But Questions Remain

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On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public...more

White & Case LLP

Rule 144A Fixed Income Securities Won’t Become Subject to Public Information Requirement under Rule 15c2-11

White & Case LLP on

On October 30, 2023, the US Securities Exchange Commission (the "SEC") issued an order (the "Order")1 granting broker-dealers exemptive relief from Rule 15c2-11 ("Rule 15c2-11") under the US Securities Exchange Act of 1934...more

Mayer Brown Free Writings + Perspectives

Rule 144A Relief from Rule 15c2-11

The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11....more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings, 2023 Edition - What Non-US Issuers Need to Know

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2023 Edition

Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

A&O Shearman

SEC Rule 15c2-11: New relief for 144A participants

A&O Shearman on

On November 30, 2022, the Staff (Staff) of the Division of Trading & Markets of the Securities and Exchange Commission (the SEC) issued a no-action letter (the November 2022 NAL) (extending relief from the requirements of...more

Kramer Levin Naftalis & Frankel LLP

SEC Staff Provides Relief From Rule 15c2-11 Public Financial Statement Disclosure Through Jan. 5, 2025

On Sept. 16, 2020, the Securities and Exchange Commission (SEC) adopted amended Rule 15c2-11 (the Amended Rule) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Amended Rule, most of which became...more

Mayer Brown Free Writings + Perspectives

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income...more

Dechert LLP

Happy Holidays: SEC Provides Temporary Rule 15c2-11 Reprieve

Dechert LLP on

In 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) surprised the industry when it issued an interpretation stating that fixed income securities (including asset-backed securities) fall...more

Cadwalader, Wickersham & Taft LLP

Rule 15c2-11 Update: The SEC Provides Temporary Relief for Fixed Income Rule 144A Securities Until January 4, 2025

The SEC’s Division of Trading and Markets issued a new no-action letter yesterday that removes the requirement that Rule 144A information be made publicly available prior to a broker-dealer publishing a quotation or...more

King & Spalding

Considerations for Hybrid Rule 144A and 4(a)(2) Transactions

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Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2022 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO - in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2022 Edition

Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2022 Edition

Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more

White & Case LLP

Capital Markets Blueprints - Preparing for Pro Formas

White & Case LLP on

Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more

Morgan Lewis

FINRA Comment Request: OTC Symbols Assigned to Digital Asset and Other Unlisted Equity Securities

Morgan Lewis on

The Financial Industry Regulatory Authority (FINRA) published a regulatory notice (RN 21-32) on September 14, 2021 requesting comment on its policy relating to the assignment of OTC symbols to unlisted equity securities....more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

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