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About PORTAL NASDAQ OMX has managed the process to designate 144A securities as “PORTAL securities” since 1990. Serving the investment needs of broker-dealers, qualified institutional buyers (QIBs) and private and public companies from around the world, the PORTAL Designation System facilitates the quoting and trading of unregistered securities eligible to be resold pursuant to SEC Rule 144A. PORTAL provides review of qualified 144A equity, fixed income and derivative securities for access to the clearance and settlement services of the Depository Trust Company (DTC) and other alternative clearing systems.
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The PORTAL Online Designation System NASDAQ OMX offers an online application system for processing all 144A security applications for PORTAL designation and book entry at DTC or alternative clearing systems. This online service allows issuers and their advisors, such as investment bankers and general counsels, to manage the designation process and the information delivery requirement seamlessly through a convenient web-based product.
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The PORTAL Alliance The PORTAL Alliance is an open, industry-wide platform for the offering, trading and centralization of information in privately placed 144A equity securities. The PORTAL Alliance was formed by leading securities firms and the NASDAQ OMX Group. The founding members of the PORTAL Alliance include Bank of America, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Merrill Lynch, Morgan Stanley, NASDAQ OMX, UBS and Wachovia Securities. All securities firms are invited to use and participate in the PORTAL Alliance. The founders of the PORTAL Alliance saw the need to centralize and bring uniformity to the capital formation process and secondary trading for the 144A private equity market. The PORTAL Alliance has agreed to form an open, industry-standard platform and implement standard procedures for the offering, trading, shareholder tracking and settlement of private equity securities sold to Qualified Institutional Buyers (QIBs) with the goal of providing a better market for investors and issuers. The PORTAL Alliance members will commit to using their resources and expertise to develop an unbiased state-of-the-art facility for the issuance, trading and settlement of unregistered securities in the 144A equity market. The PORTAL Alliance members will set up a neutral process which will focus on developing the trading infrastructure and the processes for investor qualification and tracking, transaction settlement and dissemination of issuer and trading information with input from issuers and investors. To learn more about the PORTAL Alliance, visit www.portalalliancemarket.com.
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What is Rule 144A? — An Efficient, Low-Cost Way to Access U.S. Capital and Institutional Investors U.S. Securities and Exchange Commission (SEC) Rule 144A allows for the immediate resale of private placement securities among qualified institutional buyers (institutions that manage at least $100M in securities and are referred to as QIBs) without requiring public registration. This provides efficient access to U.S. capital at a lower cost than traditional public U.S. offerings. Companies from all over the world have used Rule 144A to raise capital and increase their company’s profile with U.S. institutional investors including banks, savings and loan institutions, insurance companies, investment companies or employee benefits plans. The Benefits of 144A for Public and Private Companies SEC Rule 144A provides public and private companies with another option for effectively raising capital in the U.S. Many global companies have found that using the private 144A market as a first step to becoming publicly traded in the U.S. offers significant advantages. Thousands of public companies have raised 144A capital as a transitional step toward a U.S IPO. With private placement capital in hand, companies have the time and flexibility to grow the business, evaluate options, gain experience and develop more accurate pricing, all of which can help lead to a more successful IPO.
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