Previously, the SEC proposed amendments to the criteria for the issuance and offering of bonds with foreign risk exposure*, which require such bonds to obtain an issue credit rating of not lower than investment grade from an international credit rating agency established under foreign law (inter CRA), and conducted a public hearing on the proposed principles during March–April 2026**. Most respondents agreed with the proposal. Accordingly, the SEC has prepared the draft notification and is now seeking public comments, with the key aspects summarized as follows:

        (1) Approval Criteria: Issuers are required to obtain an issuer rating and an expected issue rating from an inter CRA. New issuers must obtain ratings of no lower than investment grade. Existing issuers seeking approval to issue bonds for roll over purposes may be granted a waiver from the minimum rating requirement.***

        (2) Disclosure Requirements: Issuers are required to disclose both the issuer rating and the issue rating in the filing documents and the factsheet. The disclosure must clearly state that the issue rating is an expected issue rating, which remains subject to change. In addition, issuers must disclose the risks associated with the expected issue rating, including any uncertainties that may arise from changes in information or the transaction structure.

         (3) Post-approval obligations: Issuers are required to disclose the final issue rating to investors on the issuer’s website and submit such information to the SEC by the following day after the final issue rating is obtained. Where the final issue rating differs from the expected issue rating, the issuer must clearly disclose, and submit to the SEC, the reasons for such difference, including the factors that have affected the rating outcome.

The consultation paper is available on the SEC website (www.sec.or.th) at  https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1167  and on the Legal Hub at https://law.go.th/.  Stakeholders and interested parties are invited to submit comments and suggestions via the relevant websites or by email to debt@sec.or.th. The public hearing ends on 15 June 2026.

Notes:

* The issuance and offering of bonds with foreign risk exposure include the issuance and offering of Baht bonds and foreign currency-bonds (FX bonds) in Thailand by foreign entities, as well as securitized bonds with foreign risk (e.g., where (i) the originator is a foreign entity, and (ii) the assets to be transferred to the special purpose vehicle (SPV) are the right to claim occurring overseas or arising from overseas assets).

** SEC News No. 59/2026 dated 20 March 2026 “SEC seeks public comments on proposedamendments to credit rating requirements for bonds with foreign risk exposureto align with international standards” 

*** Pursuant to the Notification of Capital Market Supervisory Board No. Tor Jor. 62/2566 on Temporary Exemption of Credit Rating Criteria for Approval of Offer for Sale of Baht Bonds or Foreign Currency-Bonds in Thailand in Private Placement of Foreign Entity, dated 26 December 2023.