Rule 144A


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Rule 144a

SEC rule allowing qualified institutional buyers to buy and trade unregistered securities.
Copyright © 2012, Campbell R. Harvey. All Rights Reserved.

Rule 144A

An administrative rule under the SEC allowing, under certain circumstances, for qualified institutional investors to trade certain securities with other institutional investors without registering the trade with the SEC. The rule requires that the private placement be for investment purposes and not for resale to the general public. These securities are traded on the NASDAQ Portal Market; only NASDAQ members who are qualified institutional investors have access to it. Some firms may trade under Rule 144A as a prelude to an IPO.
Farlex Financial Dictionary. © 2012 Farlex, Inc. All Rights Reserved

Rule 144A

A 1990 SEC rule that facilitates the resale of privately placed securities that are without SEC registration. The rule was designed to develop a more liquid and efficient institutional resale market for unregistered securities.
Wall Street Words: An A to Z Guide to Investment Terms for Today's Investor by David L. Scott. Copyright © 2003 by Houghton Mifflin Company. Published by Houghton Mifflin Company. All rights reserved. All rights reserved.

Rule 144A.

Rule 144A of the Securities Act of 1933 makes it easier for private companies to raise money in US capital markets and for institutional investors to trade restricted securities not registered with the Securities and Exchange Commission (SEC).

Specifically, the rule allows private companies, both domestic and international, to sell unregistered securities, also known as Rule 144 securities, to qualified institution buyers (QIBs) through a broker-dealer. The rule also permits QIBs to buy and sell these securities among themselves. To be a QIB, the institution must control a securities portfolio of $100 million or more.

The NASDAQ Portal Market is an electronic trading platform for Rule 144A securities. Only NASDAQ members and QIBs have access to this platform.

Companies issuing unregistered securities may raise enough capital in the 144A market to remain private. They may also use a 144A offering as an intermediary step toward an initial public offering (IPO).

Dictionary of Financial Terms. Copyright © 2008 Lightbulb Press, Inc. All Rights Reserved.
References in periodicals archive ?
Okta announced its intention to offer, subject to market conditions and other factors, $1.0B aggregate principal amount of convertible senior notes due 2025 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
"We believe that an overwhelming number of issuers choose to issue their guaranteed and/or collateralized securities in Rule 144A 'for life' offerings to avoid the disclosure requirements under Rule 3-10 and Rule 3-16, despite the fact that conducting a registered offering would result in a broader base of potential investors and could lower the cost of capital," wrote Maya McReynolds, senior vice president of corporate finance and chief accounting officer at Dell Technologies, Inc.
In conjunction, the company will offer all of its 20,166,319 Series B common shares in Sociedad Quimica y Minera de Chile SA (SQM) to Chilean investors, certain other non-US persons and to qualified institutional buyers (QIBs) within the meaning of Rule 144A under the U.S.
The notes are CUSIPs: 251541 AG3 (Rule 144A Notes) and D1811H AE5 (Reg S Notes); ISINs US251541AG31 (Rule 144A Notes) and USD1811HAE56 (Reg S Notes).
j2 Global Inc (NASDAQGS:JCOM), a provider of cloud services, revealed on Thursday that it has priced a private placement of USD250m of 8.000% senior notes due 2020 under Rule 144A and Regulation S of the US Securities Act of 1933, as amended.
The senior notes are offered to qualified institutional buyers within the United States, pursuant to Rule 144A under the Securities Act of 1933, as amended, and to persons outside the United States pursuant to Regulation S under the Securities Act.
The Notes and related guarantees are being offered in the US to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the US to non-US persons in reliance on Regulation S under the Securities Act.
The notes were offered in the US to qualified institutional investors in accordance with Rule 144A of the Securities Act and outside the USA pursuant to Regulation S under the Securities Act.
The first form - a Regulation S DR - would be available to investors outside the US and would be temporary; after 40 days they should be converted into a second form - a Rule 144A DR - which would be available to US investors as well.
The notes will be offered only to qualified institutional buyers and outside the United States in accordance with Rule 144A and Regulation S, respectively, under the Securities Act of 1933.
Admission of GDRs to the Official List of the UK Listing Authority, and unconditional dealing of the GDRs on the London Stock Exchange's main market under the symbol CBQS (for the Regulation S GDRs) and CBQA (for the Rule 144A GDRs), is expected to take place on 2 July 2008.