What Goldwin Associates Can Do for Issuers Pursuing a Capital Raising Under SEC Rule 144a.
Goldwin.associates is an expert in 144A offerings. SEC Rule 144A is one of the most commonly used rules in the debt securities markets for raising capital, and it is a nearly trillion-dollar market for capital raising each year.
This SEC rule provides a safe harbor from the Securities Act of 1933's registration and reporting requirements. Adopted in accordance with the Securities Act of 1933, Rule 144A can only be used if the securities are sold or resold to Qualified Intuitional Buyers (“QIBs”). These QIBs are typically institutional investors with a net worth of at least $100 million in investable assets. Only US citizens can purchase 144A securities.
When underwriters or investment banks start selling securities under Rule 144A, they must approach and only complete transactions with a QIB. The prospectus, offering memorandum, or private placement memorandum are the primary mechanisms for raising 144A capital. These documents are used to sell 144A securities all over the world, and must be submitted to depositories such as Euroclear and Clearstream, or the Depository Trust Corporation (DTC), for clearing and settlement purposes, particularly for debt issuance.
Our team of Rule 144A consultants – both debt and equity – assists US and foreign companies with Rule 144A guidance, including:
➀ The Goldwin.associates team conducts the initial analysis to ensure that your company's business model and/or the securities to be issued can be complied with; and that the securities qualify for a Rule 144A Offering. Before issuing 144A securities, an issuer must determine whether the securities will qualify. Our team will conduct an examination of the issuer's qualifications and provide a reliable assessment of Rule 144A. During the 144A process, this free consultation saves time and money.
➁ To assist our clients' successful offerings, the Goldwin.associates team makes every effort to achieve Rule 144A status and allow for a 144A offering to take place. This includes drafting the 144A offering memorandum or prospectus, as well as supporting documentation such as subscription agreements or trust indentures, obtaining the securities identification number, such as the international securities identification code or a SEDOL code from the United Kingdom (similar to the CUSIP number from the United States), and other tasks.
Goldwin.associates assists businesses with 144A bond offerings. The prospectus or offering memorandum is the single most important document in the 144A bonds or 144A notes. The prospectus will detail the terms of the issuer's offering, such as the dollar or other currency denominations, interest rate, maturity date, payment dates, legal and financial information, risk factors, subscription agreement, and much more. 144A bond offerings are frequently conducted under the Regulation S rules, which allow the sale of securities to non-U.S. investors, as opposed to Rule 144A, which only allows the sale and resale of 144A securities to U.S. persons. The 144A bond market accounts for nearly 99 percent of all 144A transactions, with equity offerings accounting for the remainder. The 144A market is worth nearly a trillion dollars. Rather than a public bond offering, the issuer will frequently create an offering memorandum and offer the bonds through a private offering, as opposed to a public bond offering. Goldwin.associates can help you with all of your 144A bond needs.
This site's content and information are subject to change without notice. Some content, such as service offerings, may be out of date. Goldwin.associates is not a broker-dealer. We do not sell or solicit any type of security. We have never been compensated in any way for securities sold in any capacity. Golwin.associates is not an attorney's office. For all legal advice and questions, seek the advice of an independent attorney.
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