Jurisdiction(s):
United Kingdom

United States Rule 144A offerings and resales: QIB criteria, disclosure obligations, publicity, Blue Sky, and exchange offer alternatives for UK practitioners

Published by a LexisNexis Banking & Finance expert

Practice notes

What does this Practice Note cover?

This Practice Note examines transactions that rely on the exemption from registration afforded by Rule 144A under the Securities Act of 1933, as amended (the Securities Act) (17 CFR § 230.144A). Both US and non‑US issuers commonly use Rule 144A to conduct offerings of debt securities in the US without registering under the Securities Act. This Practice Note addresses:

the requirements of Rule 144A;
publicity considerations in Rule 144A offerings;
Rule 144A and State Securities (Blue Sky) Laws; and
resales of securities issued in Rule 144A offerings.

These subjects are discussed in the context of Rule 144A offerings.

What is Rule 144A?

Rule 144A allows issuers to raise large amounts of capital without incurring the cost and effort of Securities Act registration, and avoids the delay caused by the US Securities and Exchange Commission (SEC) reviewing the offering documents. As discussed further below, Rule 144A provides a safe harbour under section 4(a)(1) of the Securities Act (15 USC § 77d), and compliance gives certainty to the issuer and other offering participants that registration of the offering is not required. In addition, a Rule 144A offering does not give rise to ongoing public disclosure obligations...

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Web page updated on 22/05/2026

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