A PPM draft for Regulation S offshore offerings

Regulation S contains safe harbors for offers and sales made outside the United States. Its general conditions include an offshore transaction and no directed selling efforts in the United States, while additional procedures and distribution restrictions depend on the issuer, security, market interest, and applicable Rule 903 category.

Regulation S does not make an offering generally exempt from every US or foreign-law requirement. Concurrent US and offshore tranches, resales, legends, purchaser status, and local-law compliance require transaction-specific analysis.

Regulation S may be considered when offers and sales are genuinely offshore and the issuer can operate the applicable selling and distribution controls. A purchaser address or citizenship answer alone does not establish the safe harbor.

If the raise also includes a US tranche, counsel should coordinate the Regulation S procedures with the domestic exemption and ensure that communications do not undermine either pathway.

Selecting Regulation S changes the draft cover, investor-qualification language, plan-of-distribution prompts, and questionnaire to focus on offshore and non-US-person facts. PPMWizard does not generate a Form D for a Regulation S-only selection because Form D is a Regulation D notice.

The wizard does not assign a Rule 903 category, verify non-US-person status, test an offshore transaction, police directed selling efforts, calculate a distribution compliance period, or determine foreign-law compliance. Counsel must supply and approve those conclusions.