Series 82: 1.1.2.6. Private Resales To Qualified Institutional Buyers—Rule 144A

Taken from our Series 82 Top-off Online Guide

1.1.2.6. Private Resales to Qualified Institutional Buyers—Rule 144A

Recall that most private placement securities are restricted, meaning they cannot be resold except through some kind of exemption, such as a Rule 144 exemption. But Rule 144 requires investors to wait at least six months before selling their securities. SEC Rule 144A provides a safe harbor for brokers and investors to resell their restricted securities without being subject to these holding limits by selling to qualified institutional buyers (QIBs).

A qualified institutional buyer (QIB or QUIB) is a large institutional investor that owns at least $100 million worth of securities, not counting securities issued by its affiliates. For registered broker-dealers, the threshold is only $10 million. A bank must also have a net worth of at least $25 million in order to be considered a QIB.

Common examples of QIBs include broker-dealers, insurance companies, investment companies, pension plans, and banks. However, any corporation, partnership, or LLC could qualify as a QIB. So can an IAI that owns at least $100 million in securities. Individuals can never be QIBs, regardless of their assets or financial sophistication.

If a firm has discretionary authority to invest securities owned by a QIB, those securities count toward whether the firm itself is considered a QIB. (Discretionary authority is discussed in Chapter 2.)

Example: ABC Broker-Dealer owns $9 million of securities in its own accounts. It controls $1 million of securities in a discretionary account for DEF Pension Fund. If DEF is a QIB, then its $1 million counts toward whether ABC is considered a QIB.

How a Rule 144A transaction generally works is that a foreign or U.S. issuer sells securities to a group of initial purchasers, who are usually broker-dealers. The broker-dealers then resell them to QIBs under Rule 144A. Under this safe harbor, the resellers are not considered to be underwriters and the offer is not considered

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