Reg S

Reg S or Regulation S offerings are common worldwide. helps companies create and grow via their Regulation S offerings. Reg S can be applied to both debt and equity structures and indeed many choose to raise ether equity or debt under the Regulation S standard.

However, Reg S does have its rules. Securities under Reg S can only be sold outside the United States. The net worth of the investor must be substantial. Similar to the 144A rule where only qualified institutional buyers can invest, so too with the Regulation S rules; QIBs are the only ones that can invest. There a many QIBs, both individual and businesses that would qualify for investment in Regulation S securities, but this does limit the scope of how many can invest in a given project or product under Reg S.

Reg S Notes and Bonds

For many seeking to issue debt securities, such an issuance normally requires (espically under Reg S where a lot of capital is being sought), to obtain securities identifiers for the notes or bonds. Thus, an ISIN code is the most popular identifier but so a CUSIP is well used as well along with other codes. Additionally many companies seeking to create Reg S notes may choose to clear and settle their transaction via a central or local depository or common depository (CDS) like Euroclear or Clearstream, or even DTCC (Depository Trust Corporation) in the United States. Private placements of Reg S notes are also common where no common depository is being employed to clear/settle the transaction.

Regulation S Documents

The most common form of a Reg S document is the private placement memorandum or offering memorandum. In addition a prospectus is often used, but in a private offering the PPM or OM would be the most useful. If you need assistance with any Reg S aspect, such as ISIN codes or other identifiers feel free to contact us.

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