Currently, the issuance and offering of bonds with foreign risk exposure, including the offering of Thai baht–denominated bonds in Thailand by foreign entities (Baht Bonds), foreign currency–denominated bonds in Thailand by foreign entities (FX Bonds), and securitized bonds with foreign risk*, are required to obtain an issue rating of not lower than investment grade from an international credit rating agency established under foreign law (inter CRA), in order to ensure that the quality of the bonds and the creditworthiness of the issuers are appropriate for the risk profile of Thai investors.

The SEC has observed that the credit rating process of inter CRAs, in certain cases—such as bonds with complex structures—differs from that of domestic credit rating agencies. In practice, inter CRAs typically assign an expected rating at the initial stage and disclose the final rating only after receiving all required documentation from the issuer. As a result, inter CRAs may be unable to issue a final rating within the timeframe prescribed by the SEC. Accordingly, the SEC has proposed amendments to the relevant requirements applicable to foreign entities offering Baht Bonds or FX Bonds, as well as issuers of securitized bonds with foreign risk, in order to align the approval process with such international practices. These proposed amendments are intended to help reduce operational obstacles for issuers while maintaining an appropriate level of investor protection. The key aspects of the proposed amendments are 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 rating, which remains subject to change. In addition, issuers must disclose the risks associated with the expected 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 rating of the issue rating to investors on the issuer’s website and submit such information to the SEC by the following day after the final rating is obtained. Where the final rating differs from the expected 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=1145 and on the Legal Hub (https://law.go.th/).  Stakeholders and interested parties are invited to submit comments and suggestions via the SEC website or by email to debt@sec.or.th. The public hearing ends on 20 April 2026.

Notes:
* Securitized bonds with foreign risk refer to cases 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.
** Pursuant to the Notification of Capital Market Supervisory Board No. TorJor. 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.