International and Cross-Border Transactions

Fortune 500 companies with global operations and reputations can often gain by raising capital abroad, rather than in the US. For equity offerings, foreign markets offer a substantially larger investor base, exemption from SEC registration and often cost savings in transaction costs, as well as increased visibility from listing shares on foreign stock exchanges. For debt offerings, the same gains, as well as lower interest rates, are the main benefits of public debt offerings that are conducted outside the US. These debt offerings can be denominated in US dollars and conducted in the global markets or denominated in a foreign currency and conducted in the country of the currency or in the global markets. Companies can often hedge foreign currency denominated transactions with currency swaps that convert all or part of their obligation back into US dollars.

These non-US offerings are conducted under the exemption from registration with the SEC provided by Regulation S under the Securities Act, although companies, if they desire, can do global registered offerings, conducted simultaneously in the US and in the foreign markets.

Foreign companies can also access the US capital markets with either public offerings registered with the SEC or Rule 144A transactions (often using American Depository Receipts representing shares of stock). Foreign corporations can also access the global capital markets, often with a US component such as a Rule 144A offering.

Having more than 20 years of experience with these transactions (over 50 such public offerings, including offerings by US corporations in the global and foreign markets and offerings by foreign corporations in the global, foreign and US markets), and with offices in Europe and Asia, Hunton Andrews Kurth LLP is well placed to assist in these transactions.