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Structuring Concurrent Regulation S and Regulation D Securities Offerings: Navigating the Process, Closing the Deal

Recording of a 90-minute premium CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Wednesday, June 1, 2016

Recorded event now available

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This CLE course will prepare counsel with a discussion of the process for conducting concurrent securities offerings pursuant to Regulation D and Regulation S under the Securities Act, liability and associated disclosure considerations, and the drafting and negotiating of the purchase agreement and other ancillary documents. The program will discuss recent SEC developments and guidance impacting concurrent offerings, particularly the SEC’s recent Solicitation Guidance.

Description

Regulation D is an exemption from registration requirements of the Securities Act for offerings in the United States. Regulation S is a safe harbor that defines when an offering or sale of securities outside the United States is not subject to registration requirements. Together, Reg D and Reg S permit companies to access the global capital markets.

However, combining two or more offerings may result in the loss or unavailability of an exemption for either one of the offerings. The integration doctrine prevents issuers from skirting registration requirements by separating a non-exempt offering into two or more exempt offerings. In 2015, the SEC provided critical guidance on its integration doctrine that provides issuers greater flexibility to conduct concurrent offerings using different methods.

Recent amendments to Reg D, Rule 506 raise issues regarding how the use of general solicitation may impact Reg S safe harbors for concurrent offerings outside the U.S. The SEC has clarified that offers made in the U.S. pursuant to Reg D will not be integrated with a concurrent Reg S offering.

Listen as our authoritative panel of finance practitioners analyzes the process and issues presented in concurrent Regulation D/Regulation S securities offerings. The panel will discuss recent SEC developments and guidance, focusing in particular on the SEC’s Solicitation Guidance.

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Outline

  1. Structuring concurrent Reg D and Reg S offerings
  2. The offering memorandum: best practices and liability considerations
  3. The purchase agreement: understanding the terms
  4. The integration doctrine and the SEC’s recent Solicitation Guidance
  5. U.S. tax and regulatory considerations beyond the Securities Act

Benefits

The panel will review these and other key issues:

  • Best practices and liability considerations for drafting the offering memorandum
  • Understanding key terms of the purchase agreement
  • U.S. tax and regulatory considerations beyond the Securities Act
  • The SEC’s recent Solicitation Guidance regarding the integration doctrine for concurrent securities offerings

Faculty

Mariza E. McKee
Mariza E. McKee
Partner
Kutak Rock

Ms. McKee concentrates her practice on the representation of private and public companies in securities and...  |  Read More

Nolan, Anthony
Anthony R.G. Nolan
Partner
K&L Gates

Mr. Nolan has a domestic and international practice that emphasizes lending transactions, fixed income securities,...  |  Read More

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