Jurisdiction(s):
United Kingdom

Key definition

Issuer definition

What does Issuer mean? In legal practice, the issuer is the legal person that creates and offers securities to investors and is primarily liable to holders. In debt capital markets, it is the entity that issues bonds or notes. “Issuer” is a widely used descriptive term across capital markets and company law. It is also defined for particular regulatory purposes (for example, in the UK Prospectus Regulation, the Listing Rules and the Market Abuse Regulation (MAR), and in Ireland under the EU Prospectus Regulation and MAR). While wording varies by regime, the concept is aligned across England & Wales, Scotland, Northern Ireland and...

Parties and roles in United States Rule 144A/Regulation S debt offerings: issuer, initial purchasers, counsel, auditors, trustee/paying agent, DTC, local counsel, printers, credit rating agencies and regulators

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Practice notes

What does this Practice Note cover?

This Practice Note outlines the participants involved in a Rule 144A (17 CFR § 230.144A)/Regulation S debt issuance. Such offerings are typically intricate transactions featuring numerous parties, each with a vital function. Core participants encompass representatives of the Issuer, one or more investment banks acting as initial purchasers of the Securities (and carrying out an equivalent function for the Regulation S securities), a trustee/paying agent, and an independent audit firm, together with legal advisers to the issuer, the initial purchasers, and the trustee. In addition, others may participate on a more limited basis, including local counsel, The Depository Trust Company (DTC), credit ratings agencies, printers, and regulators, among other parties. Each of these participants is considered in greater detail below in this Practice Note.

Issuer

The issuer is the entity that issues the securities being offered and sold. As the driving force behind the offering, the issuer will determine and approve the principal commercial terms, including the overall size of the issue, the interest rate, and the maturity date, among other items. Moreover, the issuer’s board of directors will be required to authorise and approve the offering...

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Web page updated on 21/05/2026

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