OCC Proposed Regulations Impacting Bank Note Offerings

In November 2011, the U.S. Office of the Comptroller of the Currency (the "OCC") proposed amendments to Part 16.6 of its securities offering rules. These rules govern the exemption from OCC registration of certain types of offerings of bank notes. The proposed rules are designed to remove the references to credit ratings in Part 16.6. Unfortunately, however, the proposed rules may introduce a degree of uncertainty into the offering process.

The proposed amendments may be found at the following link: http://www.occ.treas.gov/news-issuances/news-releases/2011/nr-occ-2011-140a.pdf. ¹

Part 16.6

Bank notes enjoy an exemption from registration under Section 3(a)(2) of the Securities Act of 1933 (the "Securities Act"). However, national banks and U.S. federal branches and agencies of non-U.S. banks are subject instead to the OCC's registration rules, which require OCC registration of bank note offerings unless an exemption is available.