Rule 144A

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US private placements.

Rule 144A of the US Securities Act of 1933, introduced in 1990.

Rule 144A provides exemption from the onerous (general) requirement for relevant securities to be registered with the US Securities and Exchange Commission.

Under this exemption most securities can be offered for sale in the US to Qualified Institutional Buyers (“QIBs”) who are deemed to be financially sophisticated and in less need of protection from issuers than other investors.

Generally, any type of security is eligible for the Rule 144A exemption, so long as securities of the same class are not traded on any national securities exchange or quotation system.

In a Rule 144A offering, an investment bank or syndicate of investment banks purchases the securities from the issuer and then resells the securities to investors, so technically QIBs participate in the secondary market.

See also