US securities laws: Introduction to US registered and unregistered offerings for non-US companies

This note compares registered and unregistered offerings of securities in the US (and outside the US under Regulation S). It gives a general overview of these offerings for non-US companies. It discusses the main advantages and disadvantages of registered and unregistered offerings, key issues to be aware of when conducting a registered offering, and the basic requirements of the three main unregistered offering exemptions and safe harbours (Rule 144A, Section 4(a)(2) (formerly Section 4(2)) and Regulation D, and Regulation S). It also discusses the special accommodations available to non-US companies that qualify as "emerging growth companies" under the US Jumpstart Our Business Startups Act of 2012 (JOBS Act).

This note is being updated for the adoption by the SEC on 26 August 2020 of final rule amendments to modify the definition of an Accredited investor in Rule 501(a) under the Securities Act and Qualified institutional buyer (QIB) in Rule 144A under the US Securities Act 1933. The amendments are effective 60 days after publication in the Federal Register (see Legal update, SEC Amends Accredited Investor and Qualified Institutional Buyer Definitions).