Summary
For insurance companies tapping the capital markets in turbulent times, exempt offerings to institutional investors under Rule 144A of the Securities Act of 1933 remain a popular alternative to financings registered with the Securities and Exchange Commission (SEC), on the one hand, and private placements on the other hand. While Rule 144A offerings may not offer the liquidity advantages of a public offering, these transactions require less time, are not subject to a schedule determined in part by the speed and scope of SEC review, and yet can still provide benefits that exceed those of traditional private placements. Enacted by the SEC in 1990, Rule 144A enables a company to offer its securities, through one or more investment banking firms acting as "initial purchasers," to institutional investors in a private transaction exempt from this registration requirement. Generally, any type of security is eligible for the Rule 144A exemption, so long as securities of the same class are not traded on any national securities exchange or quotation system.
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Extract
The Winding Road to Reward
For insurance companies tapping the capital markets in turbulent times, exempt offerings to institutional investors under Rule 144A of the securities Act of 1933 remain a popular alternative to financings registered with the securities and Exchange Commission, on the one hand, and private placements on the other hand. While the process of "going public"-issuing securities under a registration statement filed with the sec-has entered the business folklore, the dynamics of a Rule 144A offering may be less familiar to insurance professionals, even internal legal staff, particularly with mutual and other nonpublic insurers.
In particular, the disclosure and due diligence processes associated with Rule 144A offerings may be novel for these kinds of issuers. While the work involved may exceed...See the full content of this document
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