Regulation S (Reg S)

Regulation S (Reg S) is a provision under the U.S. Securities and Exchange Commission's (SEC) securities laws that provides a safe harbor exemption for offshore offerings of securities. Reg S is intended to facilitate the sale of securities to investors outside of the United States.

Under Reg S, companies can offer and sell securities to investors outside of the United States without having to comply with U.S. securities laws. The exemption applies to both equity and debt securities, and there are no limits on the amount of capital that can be raised through a Reg S offering.

There are two main types of Reg S offerings: Category 1 and Category 2. Category 1 offerings involve securities that are not listed on a U.S. stock exchange, and have no selling efforts targeted at U.S. investors. Category 2 offerings involve securities that are listed on a U.S. stock exchange or have selling efforts targeted at U.S. investors, but are still offered and sold only to investors outside of the United States.

Reg S offerings are subject to certain limitations and requirements, including limitations on the resale of securities, requirements for the issuer to take reasonable steps to ensure that the securities are not sold to U.S. investors, and restrictions on the use of proceeds from the offering.

Overall, Reg S is a securities law provision that provides a safe harbor exemption for offshore offerings of securities. Reg S allows companies to offer and sell securities to investors outside of the United States without having to comply with U.S. securities laws. Reg S offerings are subject to certain limitations and requirements, and can be a useful tool for companies that want to raise capital from international investors.