On November 13, 2013, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) issued eleven new Compliance and Disclosure Interpretations (“C&DIs”) relating to Rule 144A and the new Rule 506(c) of Regulation D (“Rule 506(c)”) under the U.S. Securities Act of 1933 (the “Securities Act”). These C&DIs help to clarify questions stemming from the SEC’s recent (September 23, 2013) rule adoptions and amendments that, amongst other changes, allow general solicitation and general advertising in non-public offerings made in reliance of Rule 144A or Rule 506(c).

To view the SEC’s new C&DIs regarding Rule 144A and Rule 506(c) directly on the SEC website, please click here. The eleven new C&DIs are under the link “Securities Act Rules (Updated 11/13/13)” and indicated by “[Nov. 13, 2013]” at the end of each answer.

For ease of reference, we have also reproduced the eleven new C&DIs below.

For further information please feel free to contact us.

Best regards,

The Forum for US Securities Lawyers in London