4.2.9.5. Exemptions for Offshore Transactions: 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 be bought and sold in only offshore transactions (which does not mean literally offshore but only outside the U.S.; that is, sales that occur in Canada and Mexico are considered offshore). No offers of these securities can be made to people living in the United States. This is true even if the people are citizens of another coun