Updating Unregistered Structured Note Programs: How Frequently? -

For some types of securities offering programs, we have “black letter law” that instructs issuers how frequently the program documentation should be updated and their offering documents refreshed. For example, U.S. shelf registration statements must be renewed every three years. Prospectuses for EMTN programs that are required under the European Union’s “prospectus directive” must be updated annually.

However, what guidance do we have for exempt bank note programs? Structured CD programs? Rule 144A or Regulation D structured note programs? We are often asked about the timing for proposed updates for these programs, as they are not subject to a specific set of updating rules. As a result, in this article, we discuss the considerations that may inform a decision about when it is time to refresh one of these programs.