Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act for offers made outside the United States by both U.S. and foreign issuers to non-U.S. persons. A securities offering, whether private or public, made by an issuer outside of the United States in reliance on Regulation S is not required to be registered under the Securities Act of 1933, as amended (the “Securities Act”). Regulation S provides safe harbors that are non-exclusive; as a result, an issuer that relies on Regulation S also may claim the availability of another applicable exemption from registration. Regulation S is available for offerings of both equity and debt securities.

In this What's the Deal? guide, we provide explanations of the requirements of Regulation S and include practical tips for conducting Regulation S offerings.