Regulation S (Reg S) & Rule 144A securities remain key component of the issuers financing toolkit


During the current period of unprecedented market disruption, corporate and sovereign issuers continue to tap the debt capital markets with significant transactions.

Resilience in time of uncertainty

Throughout H1 2020 the Eurobond market has proven to issuers and investors alike that its depth and resilience set it apart from other markets in times of uncertainty as it continues to deliver large scale funding and stable investment opportunities across the globe.

Reg S and Rule 144A bonds

Reg S and Rule 144A bonds are types of bonds allowing the issuer to issue these securities without the need to register them under the Securities Act of 1933. The two rules are defined as follows:

  • Under the Rule 144A, Qualified Institutional Buyers (QIBs) can trade debt securities without registration and review by the Securities and Exchange Commission (SEC).
  • The Reg S bond type is available for offers and trades of securities outside of the U.S.A. to U.S. and non-U.S. QIBs.

Issuing Reg S and Rule 144A securities to global investor base

Clearstream’s AA-rated infrastructure is best placed to support the issuance of Reg S and Rule 144A securities and ensures direct access to a wide range of global intermediaries while enhancing the scope of post trade connectivity, securities lending and collateral management opportunities.

Facilitating efficient funding

For Reg S and Rule 144A securities, Clearstream supports full USD cash clearing via DVP settlement of cash and securities internally. In addition, by centralising the issuance and safekeeping of both note formats Clearstream can significantly reduce the conversion time required through trading in the secondary market.

Reg S and Rule 144A securities with a common depositary

Clearstream supports the issuance of Reg S and 144A securities in a bifurcated structure:

  • Two separate global securities in registered form which are deposited directly with a common depositary, held via Clearstream and Euroclear, one Global note evidencing the Reg S portion and the other the 144A portion.
  • Both global securities are registered in the nominee name of the common depositary.
  • Exchange from one Global note to the other is restricted.
  • 2 distinct ISIN codes are allocated to the Global notes: the 144A receives one XS ISIN, the Reg S receives another XS ISIN.