US regulatory issues—debt capital markets

Introduction

The most relevant US provisions applicable to international debt securities offerings outside the US are:

1. •

   the exemptions granted under Rule 144A and Regulation S of the Securities Act of 1933 (the Securities Act), and

2. •

   US Treasury Regulations section 1.163 5(c)(2)(i)(C) and (D) (TEFRA C and D Rules)

The US regulatory bodies with most relevance to international securities issues (and to related derivatives transactions) are

1. •

   the Securities and Exchange Commission (SEC), and

2. •

   the Commodity Futures Trading Commission (CFTC)

For more information about US regulation of debt capital markets, see Practice Notes: USA—Financial services regulation essentials and US regulation of debt capital markets—one minute guide.

For more information about the SEC and the CFTC, see Practice Note: USA—The US regulators.

In addition to the SEC, which oversees federal securities laws, most US states have their own agency responsible for enforcing