Series 82: 1.1.4. Offshore Securities Offerings: Regulation S

1.1.4. Offshore Securities Offerings: Regulation S

Sometimes companies wish to issue securities outside of the U.S. and have no intention of distributing them within the U.S. These issuers do not need to register their securities with the SEC, because they are eligible for a Regulation S exemption. Regulation S can be used by either U.S. or foreign companies to issue securities that will only be bought and sold in offshore transactions (which does not mean literally offshore but only outside the U.S.; that is, such sales may occur in Canada and Mexico).

A Regulation S offering may be stru