Substantial US Market Interest (SUSMI)

Definition:

As defined under Regulation S of the Securities Act, there is deemed to be a Substantial US Market Interest (SUSMI) if in the issuer’s prior Fiscal Year:

With respect to equity securities, either (i) the securities exchanges and interdealer quotation systems in the United States constituted the single largest market for the issuer’s shares; or (ii) 20% or more of all trading in the class of equity securities took place through US securities exchanges and interdealer quotation systems, and less than 55% of all trading took place through the securities markets of a single foreign country. See Rule 902(j)(1) of the Securities Act.

With respect to debt securities, that (i) the issuer’s debt securities, in the aggregate, are held by 300 or more US Persons; (ii) US$1 billion or more of the principal amount outstanding of an issuer’s debt securities is held by US persons; and (iii) 20% or more of the principal amount outstanding of its debt securities is held by US persons. See Rule 902(j)(2) of the Securities Act.

If SUSMI exists in either case, then Category 1 under Regulation S is not available and the issuer will be required to follow either Category 2 or Category 3 (depending on its level of SUSMI) requirements.

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