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Capital Markets Law Journal Advance Access originally published online on June 10, 2008
Capital Markets Law Journal 2008 3(3):275-290; doi:10.1093/cmlj/kmn013
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© The Author (2008). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Securities and Exchange Commission amendments to Rule 144—implications for private offerings of high-yield debt securities

Damien R. Zoubek and Bradley J. Rosen*
* Damien R. Zoubek is a partner and Bradley J. Rosen is an associate at Cravath, Swaine & Moore LLP in New York City.

The first 150 words of the full text of this article appear below.


Key points

  • The US Securities and Exchange Commission recently amended Rule 144 under the US Securities Act of 1933, which rule exempts resales of securities from the registration requirements of the Securities Act if certain conditions are met. The amendments significantly liberalized the requirements of Rule 144 and will particularly affect the market for privately placed high-yield debt securities.
  • This article overviews the US regulatory regime affecting the issuance and resale of such securities pre- and post-amendments, and identifies ways the amendments may affect the historical market framework for private placements of such securities, in which issuers agreed to register the securities within a specified timeframe to allow purchasers to then resell them without restriction.
  • The article also examines ways issuers and purchasers might use the increased flexibility provided by the amendments to structure future high-yield offerings, and the challenges they may face in doing so.

 


   1. Introduction
 
On 6 December 2007, . . . [Full Text of this Article]


   2. Overview of the regulatory regime
 
Rule 144A/Regulation S offerings
Pre-amendment Rule 144
Amendments to Rule 144
Reporting issuers
Non-reporting issuers

   3. Pre-amendment market conventions
 
Registration rights agreements
Periodic reporting following registration
The registration process

   4. Impact of Rule 144 amendments on market conventions
 
The challenge to historical market conventions
Reporting issuers
Non-reporting issuers
Treatment of affiliates
Sticky offerings and unsold allotments
Restricted or unregistered securities baskets

   5. Final thoughts
 

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