On June 7, 2023, the Securities and Exchange Commission adopted certain amendments to Regulation M of the Securities Act of 1933. The amendments replace the previous investment-grade exceptions in Rules 101 and 102 of Regulation M, and will require lead managers to assess an issuer’s probability of default based on a commercially or publicly available structural credit risk model. These exceptions are typically relied upon in the context of “re-opening” transactions and “sticky” transactions. Issuers, underwriters, broker-dealers and other persons involved in such transactions should consider making appropriate modifications to transaction documentation and policies and procedures.