This Practice Note describes the US laws, regulations and regulators which are most relevant to international issues of debt securities outside the US and covers—(1) Rule 144A, (2) Regulation S, (3) the TEFRA C and D Rules (4) 10b-5 letters, (5) the Securities and Exchange Commission, (6) the Commodity Futures Trading Commission, (7) the registration and reporting requirements for foreign private issuers which issue securities, or desire a secondary public trading market for their securities, in the US, and (8) state securities (blue sky) laws. Introduction The US provisions which are most relevant to international issues of debt securities outside the US are: • the exemptions granted under Rule 144A and Regulation S of the Securities Act of 1933 (the Securities Act), and • US Treasury Regulations section 1.163 5(c)(2)(i)(C) and (D) (TEFRA C and D Rules). The regulatory bodies in the US with most relevance to international securities issues (and to related derivatives transactions) are: • the Securities and Exchange Commission (SEC), and • the Commodity Futures Trading Commission (CFTC) Rule