News & Analysis as of

Rule 144A

Access to Capital and Liquidity

The SEC’s Division of Economic and Risk Analysis (DERA) recently produced a Report to Congress regarding the impacts of the Dodd-Frank Act on access to capital for consumers, investors, and businesses, and market liquidity. ...more

Interesting Facts About U.S. Private Placements

by Dorsey & Whitney LLP on

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...more

FINRA Issues Interpretive Guidance on Related Performance in Institutional Communications

by K&L Gates LLP on

On June 9, 2017, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued an interpretive letter (the “Letter”) permitting the use of Related Performance Information (as defined below) in continuously offered...more

Court Overseeing the Valeant Securities Litigation Issues a Highly Anticipated Decision Ruling that Alleged Misstatements in Rule...

In an April 28, 2017 ruling on a motion to dismiss in the In re Valeant Pharmaceuticals International, Inc. Securities Litigation (the “Valeant Litigation”), the U.S. District Court for the District of New Jersey addressed an...more

NYSE Issues Proposed Rule Allowing Listing Without an IPO

On March 13, 2017, the NYSE issued a proposed rule to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section 102.01B of the NYSE Listed Company Manual...more

Global IPO Guide - 2017 Edition

by Latham & Watkins LLP on

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more

News Round Up - January 2017

by Morrison & Foerster LLP on

Looking Ahead... We write this as a new administration looks to make its mark with an agenda that was premised on promoting capital formation by easing regulatory burdens. Once a new chair of the Securities and Exchange...more

In Case You Missed It - Interesting Items for Corporate Counsel - December 2016

by Stoel Rives LLP on

As the SEC as we know it labors through its last five weeks, we note the following activities: - Publication last week of 35 CDIs, covering a host of topics, including Regulation S and qualified institutional buyer...more

SEC Staff Issues Guidance Regarding 144A and Regulation S

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...more

The Bond Bandwagon

by Murtha Cullina on

Are you ready to jump on the tax-exempt bond bandwagon? Over the last eight years, the landscape of tax-exempt bond financing has changed and more and more bonds are being sold directly to banks across the nation....more

Blog: CDI salmagundi (QIBs, foreign private issuers, Reg S and more)

by Cooley LLP on

Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to Below are summaries. Rule...more

SEC Staff Releases New Interpretations Relevant for Foreign Private Issuers and Rule 144A

by Shearman & Sterling LLP on

On December 8, 2016, the SEC’s Division of Corporation Finance released new “C&DI” interpretations, many of them applicable in particular to foreign private issuers. They provide welcome certainty for companies seeking to...more

Staff Guidance on Rule 144A Related Issues

On December 8, 2016, the staff of the Division of Corporation Finance provided additional guidance in the form of Compliance and Disclosure Interpretations (“C&DIs”) related to the types of securities that may be counted...more

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

by White & Case LLP on

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

SEC Staff Clarifies Rules for Abbreviated Debt Tender or Debt Exchange Offers (aka Five-Day Tender Offers)

On November 18, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) (Questions 162.01 through 162.05) to provide guidance on the Abbreviated Tender or...more

New SEC Guidance for Rule 144A/Exxon Capital Debt Exchanges

For decades companies have privately issued nonconvertible debt securities to large, sophisticated investors (usually in a Rule 144A transaction) and agreed to exchange those unregistered securities for subsequently issued,...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 2

Is There a Standard Form of Rule 144A Representation Letter? - My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why. I would have hoped that by now there would be just one great...more

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

by 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

The FAST Act, New Section 4(a)(7), and Section 4(a)(1½)

by Morgan Lewis on

The new private resale safe harbor is unlikely to gain traction in private offerings of asset-backed securities. On December 4, 2015, US President Barack Obama signed into law the Fixing America’s Surface Transportation...more

FAST Act eases resale of unregistered securities and adds new accommodations for emerging growth companies: top points

by DLA Piper on

President Barack Obama has signed into law the Fixing America’s Surface Transportation Act (the FAST Act). Although primarily focused on funding of the nation’s transportation infrastructure, the FAST Act also includes...more

A New Securities Offering Exemption That May Help The Markets Get Back Into The Fast Lane

by Dechert LLP on

Highlights - - New law adding an exemption to the registration and prospectus delivery requirements of the Securities Act of 1933 signed by President Obama. - The law, which codifies the so-called Section 4(a)(1-½)...more

Global Private Equity Newsletter - Fall 2015 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

When a portfolio company underperforms, a sponsor may consider various options to address the perceived performance issues, including changes to a portfolio company’s management team, cost structure, capital structure or...more

Barbarians at the (marble)gate?

by DLA Piper on

Restructurings are all about alternatives. It is one thing for a creditor to hold an instrument that entitles it to payment of $X on Y date. But if the debtor does not have the cash to satisfy the obligation when due, some...more

Blog: Revisions To Corp Fin Financial Reporting Manual — (Very) Limited Relief For Delinquent Filers

by Cooley LLP on

Corp Fin has today posted revisions to its Financial Reporting Manual. The only change this quarter relates to delinquent filers. The new guidance provides that, in general, Corp Fin will not, through the comment process,...more

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