Regulation S: Offshore Offerings

What this video covers

• The two general conditions for the offshore offering safe harbor: what "offshore transaction" means for buyer location and the broad scope of "no directed selling efforts in the United States"
• Why the protective theory is purely geographic, not investor-sophistication based, and why retail non-U.S. persons in offshore transactions are perfectly fine
• The SUSMI acronym and its spelling trap: Substantial U.S. Market Interest, with equity triggers at 20% U.S. trading volume and debt triggers requiring 300+ U.S. record holders, $1 billion outstanding, and 20% U.S. person holdings simultaneously
• How the three issuer safe harbor categories measure restriction intensity, not freedom, with Category 1 as lightest and Category 3 as heaviest
• The distinction between a distribution compliance period and a holding period: local offshore trading is permitted, only U.S. resale is blocked temporarily
• The specific distribution compliance period lengths: 40 days for Category 2 and Category 3 debt, six months for Category 3 equity of reporting issuers, and one year for Category 3 equity of non-reporting issuers
• How parallel tranches let issuers run simultaneous Reg S and Rule 144A offerings with one coordinated pricing effort