The ISIN Network can assist with your Rule 144A private placement offering. Rule 144A, adopted pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”) provides a safe-harbor from the registration requirements of the Securities Act of 1933 for certain private resales of restricted securities. This is mainly undertaken when offered to Qualified Institutional Buyers (QIBs), which mainly consists of institutional investors with over $100 million in investable assets. When a broker or dealer (Broker Dealer) is selling securities such as a stock or debenture or a Unit, in reliance on Rule 144A, it is subject to the condition that it may not make offers to individuals other than those it reasonably believes to be Qualified Institutional Buyers.
Ever since its adoption, Rule 144A has greatly increased the liquidity of the securities affected. This is because the institutions can now trade these formerly restricted securities amongst themselves, thereby eliminating the restrictions that are imposed to protect the public. Rule 144A was implemented in order to induce foreign companies to sell securities in the US capital markets. ISIN Network, while one of the leading US firms that develop private offerings, engages in the development of Rule 144a offerings many times per month. For companies registered with the Security and Exchange Commission or a foreign company providing information to the SEC, financial statements (such as forward looking statements) need not be provided to buyers. Rule 144A has become the principal safe harbor on which non-U.S. companies rely when accessing the U.S. capital markets.
Since 1990, the Nasdaq Stock Market offers a compliance review process which grants the Depository Trust & Clearing Corporation (DTCC, see below) book-entry access to private placement 144A securities.
144A should not be confused with Rule 144, established by the Security and Exchange Commission under the 1933 Act, permits, under limited circumstances, the sale of restricted and controlled securities without registration.
ISIN Network’s private placement 144A services brings together a whole host of characteristics for companies seeking access to the capital markets. Along with your private placement memorandum offering document (Private Placement or Offering Memorandum, an OM), you would need to acquire a CUSIP number (or ISIN number, if outside the US). Based on the type of investor allowed to purchase these securities, CUSIPs (registration numbers) are assigned for each type of qualified institutional buyer that can purchase a part of the offering.
ISIN Network can undertake a full 144A valuation on your securities.
Please Contact Us for any 144A questions or assistance.