1. (a) There is hereby exempted from the provisions of Section 25110 of the Code as not being comprehended within the purposes of the Corporate Securities Law of 1968 and the qualification of which is not necessary or appropriate in the public interest or for the protection of investors, any offer or sale of any evidence of indebtedness, whether or not convertible into any other security, whether secured or unsecured, and any guarantee thereof, which has been rated as an “investment grade security” as defined below by Standard & Poor's Rating Services, Fitch, Inc., or Moody's Investors Service, Inc.

   1. (1) An evidence of indebtedness is an “investment grade security” if it is rated or provisionally rated by Standard & Poor's Rating Services as AAA, AA, A or BBB; Fitch, Inc., as International Long-term AAA, AA, A or BBB or International Short-term F1 to F3; or by Moody's Investors Service, Inc. as Aaa, Aa, or A or Baa, including any such ratings with “+” or “-” designations or other variations that occur within such ratings.
   2. (2) Convertible evidence of indebtedness shall be exempt under this section only if the security which may be issued on conversion (i) is listed or approved for listing upon notice of issuance on a national securities exchange certified by rule or order of the Commissioner pursuant to Section 25100(o) of the Code and (ii), if common shares, will have full voting rights equal per share to any other class of outstanding common shares of the issuer.
2. (b) The issuer of securities in a transaction under this exemption shall file a notice in the form and containing the information specified in Section 260.105.33. Neither the failure to file the notice nor the failure to file it as required shall affect the availability of the exemption under this section.

Note: Authority cited: Sections 25105 and 25610, Corporations Code. Reference: Sections 25105 and 25110, Corporations Code.

History

1. New section filed 9-30-83; effective upon filing pursuant to Government Code section 11346.2(d) (Register 83, No. 40).

2. Editorial correction of subsection (a)(2) filed 10-21-83 (Register 83, No. 43).

3. Editorial correction of History 1. (Register 84, No. 15).

4. Amendment filed 5-20-92; operative 6-19-92 (Register 92, No. 21).

5. Amendment of subsections (a), (a)(1) and (a)(2) filed 7-29-98; operative 8-28-98 (Register 98, No. 31).

6. Amendment of subsections (a)-(a)(2) filed 11-10-2009; operative 12-10-2009 (Register 2009, No. 46).