Categories and Distribution Compliance Periods

What this video covers

• When the distribution compliance period begins: the later of the first offer to non-distributors or the closing, not automatically the first offer
• Why Category 1 carries no distribution compliance period, and which issuers and securities qualify for that treatment
• The 40-day distribution compliance period that applies to Category 2 and Category 3 debt offerings
• The one-year Category 3 equity period for domestic issuers, and when that shortens to six months for a reporting issuer
• The four additional conditions for Category 3 equity: purchaser certification, resale agreement, restrictive legend, and issuer refusal to register noncompliant transfers
• Why satisfying Regulation S's offshore-transaction test does not by itself satisfy the qualified institutional buyer (QIB) private resale safe harbor