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Regulation S Bonds sold under Reg S may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
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.
Regulation S offerings are a popular way for companies to raise capital, whether debt or equity. Regulation S, or “regulation s”, or “Reg S” offerings are commonly referred to as offshore offering. Typically, in a Reg S offering a company will seek to raise capital from non-U.S. residents. Since the Regulation S is ‘offshore’, U.S. residents are barred from such investments, unless the offering memorandum and the offering itself consist of a 144A aspect.
Regulation S Worldwide
Reg S offerings are popular for companies worldwide to raise capital. Often, companies outside the United States will draft the proper Reg S private placement memorandum or offering memorandum or prospectus and raise capital from non-US investors. The Reg S rules are different than other types of offering rules. For instance, in a Reg S offering, not only should a US resident living in the US not be contacted, but even a US citizen living outside the US borders be solicited for funds in a Reg S offering.