What is 144A Reg S bond?

Reg S and Rule 144A bonds Under the Rule 144A, Qualified Institutional Buyers (QIBs) can trade debt securities without registration and review by the Securities and Exchange Commission (SEC). The Reg S bond type is available for offers and trades of securities outside of the U.S.A. to U.S. and non-U.S. QIBs.

What does Reg S mean?

“Reg S,” which refers to Regulation S, is a series of rules that clarify the position of the U.S. Securities and Exchange Commission (SEC) that securities offered and sold outside the U.S. don’t need to be registered with the SEC.

What is a Reg S US person?

(B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.

Are 144A and Reg S fungible?

The Rule 144A securities can be re-sold to non-U.S. persons if the buyer certifies that it is not a U.S. person, and the sale otherwise complies with Regulation S. The Regulation S securities can be re-sold in the United States to QIBs if the resale complies with Rule 144A.

What is S Reg Bond?

Regulation S – often referred to as ‘Reg S’, are bonds or stocks that may not be offered,sold or delivered within the U.S.. Additionally, they may not be on behalf or for the account or benefit of U.S. citizens, unless pursuant to an exemption from, or in a transaction not subject to the registration requirements of …

Can a US person buy Reg S securities?

Regardless of the foreign issuer’s compliance with the Regulation S requirements, purchasers cannot purchase securities and resell them into the United States under circumstances in which they would be deemed statutory underwriters unless they register those resales.

What is a Reg S restriction?

Regulation S, which was adopted by the Securities and Exchange Commission (the “SEC”) in 1990,1 provides that offers and sales of securities that occur outside of the United States are exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Securities Act”).

What is a Reg S fund?

Regulation S provides an SEC-compliant way for non-US and U.S. companies to raise capital outside the U.S. It is not necessary to have a company in the United States of America use Regulation S. A Regulation S offering can issue equity or debt securities.

Is Reg S private placement?

Regulation S is often used in the private placement market to raise capital. The most common form of any document used to raise capital under Reg S is the Private Placement Memorandum, which will detail the private placement terms. Private placements of Regulation S are both conducted for equity and debt offerings.

Can US investors buy Reg S?

Regulation S is not available for the offer and sale of securities issued by open-end investment companies, unit investment trusts registered or required to be registered under the Investment Company Act of 1940 (the “1940 Act”), or closed-end investment companies required to be registered, but not registered, under …

Can US citizens buy Reg S securities?

Who can invest in Reg S?

Regulation S is generally intended to facilitate two capital-raising scenarios: (i) a U.S. company that issues securities only to foreigners; and (ii) a U.S. investor who enters a foreign market to buy foreign securities.