Structuring Concurrent Regulation S and Regulation D Securities Offerings: Navigating the Process, Closing the Deal

Description

Regulation D is an exemption from registration requirements of the Securities Act for offerings in the United States. Regulation S is a safe harbor that defines when an offering or sale of securities outside the United States is not subject to registration requirements. Together, Reg D and Reg S permit companies to access the global capital markets.

However, combining two or more offerings may result in the loss or unavailability of an exemption for either one of the offerings. The integration doctrine prevents issuers from skirting registration requirements by separating a non-exempt offering into two or more exempt offerings. In 2015, the SEC provided critical guidance on its integration doctrine that provides issuers greater flexibility to conduct concurrent offerings using different methods.

Recent amendments to Reg D, Rule 506 raise issues regarding how the use of general solicitation may impact Reg S safe harbors for concurrent offerings outside the U.S. The SEC has clarified that offers made in the U.S. pursuant to Reg D will not be integrated with a concurrent Reg S offering.

Listen as our authoritative panel of finance practitioners analyzes the process and issues presented in concurrent Regulation D/Regulation S securities offerings. The panel will discuss recent SEC developments and guidance, focusing in particular on the SEC’s Solicitation Guidance.