Reg S 144A

Reg S 144A

What is Regulation S and Rule 144A? can assist with your 144A or Reg S offering in many ways. From the initial drafting of the documents to securities identification codes to investor contacts, there is not an aspect of the process we are not familiar with.

Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S. and foreign issuers. A securities offering, whether private or public, made by an issuer outside of the United States in reliance on Reg S need not be registered under the Securities Act. The Regulation S safe harbors are non‐exclusive, meaning that an issuer that attempts to comply with Regulation S also may claim the availability of another applicable exemp

Reg S is available for offerings of both equity and debt securities. Regulation S is available only for “offers and sales of securities outside the United States” made in good faith and not as a means of circumventing the registration provisions of the Securities Act. The availability of the issuer (Rule 903) and the resale (Rule 904) safe harbors is contingent on two general conditions:

• the offer or sale must be made in an offshore transaction; and

• no “directed selling efforts” may be made by the issuer, a distributor, any of their respective affiliates, or any person acting on their behalf.

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.

What is Rule 144A?

Rule 144A is an SEC rule issued in 1990 that modified a two-year holding period requirement on privately placed securities by permitting QIBs to trade these positions among themselves.

RegS and 144A Bonds are generally assigned two separate sets of securities identification codes. Typically, Reg S bonds get a common code and an International Securities Identification Number ("ISIN") and are generally accepted for clearance through the Clearstream, Luxembourg and Euroclear systems. 144-A bonds get a CUSIP number and an "ISIN" and are generally accepted for clearance through the DTC system.

  • 144A is a private placement in the US for US investors
  • Reg S is a Bond issued in the Eurobond market for international investors can assist with your 144A or Regulation S Offering

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