On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding the resale of securities under Regulation S of the Securities Act of 1933 (Securities Act), which provides an exclusion from the Securities Act’s registration requirements for offerings made outside of the United States of securities of US and foreign issuers. Specifically, C&DI 279.01 clarifies that the resale limitations under Rule 905 of Regulation S only apply to equity securities of issuers that were “domestic issuers” (as such term is defined under Rule 902 of Regulation S) at the time of the issuance of such securities. Accordingly, a holder of restricted securities that were acquired from a foreign private issuer that, following such acquisition, no longer qualifies as such, may resell such securities offshore pursuant to Rule 904 of Regulation S without regard to Rule 905.

The full text of C&DI 279.01 can be found here.