Regulation S Offering Memorandum

Regulation S Offering Memorandum’s team has written, edited or assisted with hundreds of Offering Memorandum for Regulation S offerings. Regulation S, also referred to as “REG S”, is a popular method to raise either debt or equity capital. Offerings that fall under Rule Reg S implies that non-US based investors will be solicited for money. A Reg S securities offering is also called an offshore offering as this implies the offering is available outside the United States to non-American investors. This is in contradistinction to Rule 144A where only US investors may be asked for capital. For many issuers, the ability to raise from both US and non-US investors is an important strategy as this opens up the pool of investors. Thus, many conduct a 144A and Reg S (Reg S/144A) offering under both Rules simultaneously. Reg S allows for the exemption of securities if the securities were sold outside of one’s country while 144A allows the selling to US investors.

The Offering Memorandum will outline the terms of the Reg S securities offering. For example, if the company is selling notes or bonds, the Offering Memorandum will detail the terms of the offering such as the interest rate and maturity date, payment and coupon dates, convertible bond or convertible note dates and terms, and many other factors. Thus, the writing of a Offering Memorandum under Regulation S can assist in expediting the capital raising process.

Regulation S Offering Memorandum Writing Assistance

For the securities to be exempted from registration in a Reg S offering the Offering Memorandum must detail many features. Here are a few:

  • The Offering Memorandum must give details of the securities being offered for sale to investors;
  • Like in any well prepared and written Offering Memorandum the management team of the company must be detailed;
  • Additional material regarding the Reg S securities being offered must be shown as well (if other than common stock); and
  • Finally, financial projections or financial statements must be included in the Offering Memorandum. In most cases, they will need to be certified by an independent accountant.

Private Placement of Reg S

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 Offering Memorandum, which will detail the private placement terms. Private placements of Regulation S are both conducted for equity and debt offerings.

Public Placement of Reg S

Often companies that are listed publicly may initiate a private offering under rule Regulation S to raise capital.

 Offering Memorandum for Issuers of Regulation S

For issuers considering selling Reg S bonds, notes or stock to investors a well-tailored and written Offering Memorandum is mandatory, particularly for those seeking non-US investors. A Offering Memorandum offering document can add value to your offering by showing investors you are serious about raising money. In addition, it is essentially a requirement for any issuer that wants to raise debt or equity capital under Reg S to hand investors a Offering Memorandum. The Offering Memorandum will educate the investors and allow them to decide if the offer merits deeper thought or an investment. The document itself should tell the company story, both the product offerings and the securities being offered in detail, including the team behind the company, the terms of the securities, rules such as Reg S and more. Attached to any Offering Memorandum is the subscription agreement, which is the “contract” between the issuer and the investor. Once signed the investor would then send in his/her money for the securities.

The Offering Memorandum should be viewed by the issuer as an opportunity not to be wasted. In other words, the Offering Memorandum is the story of the company and will be the single most important document used to raise capital from investors. Without such a formal document, it is unlikely a company will raise capital, let alone be taken seriously by those that invest in Reg S securities.

What Can Do

For startups or established companies or funds seeking to raise capital via a formal Regulation S offering, securities regulators worldwide, as well as investors in a private offering require the Issuer to submit a professional preliminary red herring Offering Memorandum offering document. The team of consultants and attorneys can assist with the writing and drafting of your Offering Memorandum for financing and other securities offering documents. Whether you are conducting a private or public offering for debt or equity issuance, our team can ensure that your Offering Memorandum is structured to conform with both local regulatory and global standards to maximize success during your capital formation needs. The team of consultants and attorneys can assist with the writing and drafting of your company’s red herring preliminary Offering Memorandum or other offering documents. Whether you are conducting a private or public offering for debt or equity issuance, our team can ensure that your Offering Memorandum is structured to maximize success.

Here are the (7) basic steps regarding our process:

  1.’s team conducts the initial analysis of your company.
  2. We will recommend the best course of action, taking into consideration time frame, budgets and overall needs.
  3. We undertake all work and begin the process. This would include the drafting of the Offering Memorandum or any other document such as the offering memorandum, or legal agreements from our attorneys.
  4. We send the documents to you for review.
  5. Once approved, and if you need, an attorney opinion letter can be included in the paperwork.
  6. If you require filing or registration with various agencies we will undertake as well.
  7. We are a start-to-finish firm and our number one goal is the successful growth of our clients. can assist with your Reg S campaign as well as with your debt financing private placement needs. We are the world leading firm that specializes in public and private Offering Memorandum writing and general business and legal document writing services.

Our team has years of experience writing Offering Memorandum for hundreds of varying industries and businesses under Regulation S. We work one on one with our clients during the Offering Memorandum drafting process and take it upon ourselves – in almost obligatory fashion –  to assist our clients with their quest for growth once our services our complete.

If you are considering raising capital and the offering memorandum Offering Memorandum written feel free to reach out to us.

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