Reg S and 144A
What is Regulation S and Rule 144A?
Here at ISIN we assist with 144A or Reg S offering. From the initial drafting of the documents to securities identification codes to investor contacts, there is not an aspect of the process we are not familiar with.
Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S. and foreign issuers. A securities offering, whether private or public, made by an issuer outside of the United States in reliance on Reg S need not be registered under the Securities Act. The Regulation S safe harbors are non‐exclusive, meaning that an issuer that attempts to comply with Regulation S also may claim the availability of another applicable exemption from registration.
Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S. and foreign issuers. A securities offering, whether private or public, made by an issuer outside of the United States in reliance on Reg S need not be registered under the Securities Act. The Regulation S safe harbors are non‐exclusive, meaning that an issuer that attempts to comply with Regulation S also may claim the availability of another applicable exemption from registration.
Apply for 144A or Reg S Assistance
Reg S is available for offerings of both equity and debt securities. Regulation S is available only for “offers and sales of securities outside the United States” made in good faith and not as a means of circumventing the registration provisions of the Securities Act. The availability of the issuer (Rule 903) and the resale (Rule 904) safe harbors is contingent on two general conditions:
-
- the offer or sale must be made in an offshore transaction; and
- no “directed selling efforts” may be made by the issuer, a distributor, any of their respective affiliates, or any person acting on their behalf.
Before seasoning, bonds sold under Regulation S (RegS), can only be offered in the U.S. to qualified institutional buyers (QIBs) in reliance on Rule 144A.
