Schedule B Foreign Sovereign Debt Offerings

Summary

This practice note discusses the definition and classification of foreign governments under U.S. federal securities laws, as well as the registration and reporting requirements applicable to them. Foreign governments and their agencies may wish to access the U.S. capital markets by offering debt securities to U.S. investors. A basic tenet of U.S. federal securities laws is that any securities offered or sold in the United States must be registered with the Securities and Exchange Commission (SEC), unless it qualifies for an exemption from registration. The Securities Act of 1933, as amended, (15 U.S.C. § 77a et seq.) (Securities Act) sets forth the registration requirements applicable to all issuers.