substantial US market interest
- substantial US market interest
Under Regulation S of the Securities Act of 1933, there is deemed to be substantial US market interest in an issuer's shares, if in the issuer's prior fiscal year:
• Securities exchanges and interdealer quotation systems in the US in the aggregate constituted the single largest market for the issuer's shares; or
• 20% or more of all trading in such shares took place in or through the facilities of securities exchanges and interdealer quotation systems in the US and less than 55% of such trading took place in or through the facilities of securities markets of any other single country.
In relation to debt, there will be a substantial US market interest in an issuer's debt securities where:
• The issuer's debt securities are held by 300 or more US persons;
• Such persons hold $1 billion or more in aggregate principal amount of its debt securities; and
• Such persons hold 20% or more of its debt securities.
+ Substantial US market interest (SUSMI)
As defined under Regulation S, a substantial US market interest for equity securities occurs if, during the issuer's past fiscal year, one of the following two criteria is met:
• The US securities exchanges and inter-dealer quotation systems constituted, in the aggregate, the largest market for the securities.
• 20% or more of all trading in the securities took place via the US securities exchanges and inter-dealer quotation systems and less than 55% of all trading in the securities took place via another country's securities markets.
A substantial US market interest for debt securities occurs if:
• The issuer's debt securities are held of record by 300 or more US persons.
• $1 billion or more of the outstanding principal amount of the issuer's debt securities are held of record by US persons.
• 20% or more of the outstanding principal amount of the issuer's debt securities are held of record by US persons.
Practical Law Dictionary. Glossary of UK, US and international legal terms.
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