Current through Register Vol. 54, No. 39, September 28, 2024
Section 203.203 - Certain Rule 144A exchange transactions exemptUnder section 203(r) of the act (70 P.S. § 1-203(r)), the Department finds that it is not necessary or appropriate for the protection of investors to require registration under section 201 of the act (70 P.S. § 1-201) for the offer or sale of a security in a transaction if all of the following requirements are met:
(1) A person who owns outstanding debt securities, and related guarantees, exchanges those securities for debt securities, and related guarantees of the same issuer which are the subject of an effective registration statement filed with the Securities and Exchange Commission under section 5 of the Securities Act of 1933 (15 U.S.C.A. § 77e) (exchange transaction).(2) The outstanding debt securities, and related guarantees, are restricted securities as that term is defined in 17 CFR 230.144(a)(3) (relating to persons deemed not to be engaged in a distribution and therefore not underwriters).(3) The owner of the outstanding debt securities, and related guarantees, does not pay consideration in connection with the exchange transaction.(4) There are no material differences in the terms of the outstanding debt securities, and related guarantees, which are the subject of the exchange transaction.The provisions of this §203.203 adopted April 15, 2005, effective 4/16/2005, 35 Pa.B. 2307; transferred and renumbered from 64 Pa. Code §203.203, December 14, 2012, effective 12/15/2012, 42 Pa.B. 7533; amended January 12, 2018, effective 1/13/2018, 48 Pa.B. 389.The provisions of this §203.203 issued under section 203(r) of the Pennsylvania Securities Act of 1972 (70 P.S. § 1-203(r)); amended under section 202.C of the Department of Banking and Securities Code (71 P.S. § 733-202.C); section 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. § 1-609(a)); and section 9(b) of the Takeover Disclosure Law (70 P.S. § 79(b)).