The Impact of SEC Rule 144A on Corporate Debt Issuance by International Firms

In 1990, the SEC approved Rule 144A, a reform permitting firms to raise capital from "qualified institutional buyers" without requiring registration of the securities and compliance with U.S. GAAP. The rule was intended to help international firms reduce the costs of meeting U.S. disclosure standards. We examine the borrowing costs of international issuers in the 144A market. Investment grade 144A debt has significantly higher yield spreads, whereas high-yield 144A debt has yield spreads comparable to public debt. The results suggest a bifurcation of the markets, where high-quality firms issue in both markets but face higher spreads in the 144A market and low-quality firms issue only in the 144A market.