Definition
Regulation S
An SEC safe harbor that exempts offerings made outside the United States from SEC registration.
Regulation S provides a safe harbor from US securities registration for offerings made entirely outside the United States to non-US persons. SPVs that accept capital from international LPs often combine a Reg D exemption (for US investors) with a Reg S exemption (for non-US investors) within the same SPV. Reg S requires that the offering not be directed to US persons and that resale restrictions remain in place for a distribution compliance period.