US regulatory issues—debt capital markets

Introduction

The US provisions which are most relevant to international issues of debt securities outside the US are:

1. •

   the exemptions granted under Rule 144a and Regulation S of the Securities Act of 1933 (the Securities Act), and

2. •

   US Treasury Regulations section 1.163 5(c)(2)(i)(C) and (D) (TEFRA C and D Rules)

The regulatory bodies in the US with most relevance to international securities issues (and to related derivatives transactions) are:

1. •

   the Securities and Exchange Commission (SEC), and

2. •

   the Commodity Futures Trading Commission (CFTC)

For more information, see Practice Notes: USA—Financial services regulation essentials and US regulation of debt capital markets—one minute guide.

Rule 144a and Regulation S

Rule 144A is a safe harbour exemption for resales of securities from the registration requirements of section 5 (15 USCS § 77e) of the Securities Act. Rule 144A applies to certain offers and sales of qualifying securities by certain persons other