What is a 144A bond offering?

A 144A bond offering is a private placement offered in the United States for U.S. investors and clears through DTCC, usually (but not always). Additionally, 144A offerings and its Reg S component clear and settle via Euroclear or Clearstream in Europe. A 144A is, in the vast majority of cases, a debt issuance.

Who can buy 144A bonds?

144A securities — that is, unregistered bonds available only to qualified institutional buyers, or QIBs — now make up just over half of the high-yield bond market.

What is a 144A corporate bond?

A 144A bond is when a company issues debt, i.e. a promise to return one’s capital at a fixed time, to QIBs, or qualified institutional buyers who meet a net worth threshold.

Are 144A bonds publicly traded?

More specifically, issuers of 144A bonds tend to be private issuers with no public SEC registered securities outstanding and in DDJ’s experience, such private issuers typically tend to have a lower credit rating than the large cap issuers in the index (which frequently have publicly traded stock as well as SEC …

Why do companies issue 144A bonds?

“Rule 144A is therefore very valuable to issuers, as it reduced the cost of capital by improving the liquidity of the institutional secondary market for privately placed bonds.”

Are 144A securities private placements?

144A is often used in the private placement market to raise capital. The most common form of any document used to raise capital under 144A is the bond Private Placement Memorandums, which will detail the private placement terms. Private placements of 144A are both conducted for equity and debt offerings.

Can foreign investors buy 144A bonds?

The Rule 144A securities can be re-sold to non-U.S. persons if the buyer certifies that it is not a U.S. person, and the sale otherwise complies with Regulation S. The Regulation S securities can be re-sold in the United States to QIBs if the resale complies with Rule 144A.

Is 144A private placement?

A Rule 144A equity offering is usually structured so that the issuer first sells newly issued securities to an “initial purchaser,” typically a broker-dealer, in a private placement exempt from registration under the Securities Act.

Can a non US investor buy 144A?

Are 144A securities liquid?

Rule 144A bonds are limited to trading among qualified institutional investors and therefore are inherently less liquid than registered corporate bonds.

What is a 144A investor?

Rule 144A provides an exemption for sales that are limited to “qualified institutional buyers” (“QIBs”), which are large institutional investors in the United States as part of a resale of eligible securities, or purchasers that the seller and any person acting on behalf of the seller reasonably believe to be QIBs.

What is the difference between regs and 144A bonds?

Rule 144A provides an exemption for offers and sales to large “qualified institutional buyers” in the United States, while Regulation S exempts the offer and sale of securities to investors outside of the United States, both subject to compliance with certain other applicable eligibility requirements.

What do you mean by 144A bond offering?

Prior to this the holding period for such private stock was different. A 144A bond offering is a U.S. based offering, and typically is considered an alternative to the timely and costly initial public offering. There are two common terms used to describe debt securities issuance, a “bond”, and a “note”.

What does Rule 144A mean for institutional investors?

According to the rule, sophisticated institutional investors don’t require as much information and protection as individual investors. Rule 144A shortens the holding periods of securities. Critics say the rule lacks transparency and doesn’t clearly define what constitutes a qualified institutional buyer.

When did the SEC come up with the 144A rule?

The 144A is an SEC rule issued in 1990 that modified a two-year holding period requirement on privately placed securities by permitting QIBs to trade these positions among themselves. Prior to this the holding period for such private stock was different.

What are the procedural requirements of Rule 144A?

The procedural requirements of Rule 144A are relatively straightforward: Non-fungibility. The securities offered may not be “fungible” with (i.e., of the same class as) a security that is listed on a US stock exchange or quoted on Nasdaq.