Regulation S provides a non-exclusive exemption from registration of securities offered and sold outside the United States. “Non-exclusive” means that offering to sell securities under Reg S does not prevent using another exemption from registration.
For example, an issuer can make a registered offering or a private placement in the United States, and at the same time offer securities abroad in an offshore transaction under Regulation S. The SEC allows for a bifurcated offering so long as each part of the offering complies with its applicable rule.
Such a bifurcated approach can get complicated if the issuer’s private placement involves a general solicitation or general advertising under Reg D Rule 506(c) enacted under the JOBS Act. General advertising could technically be considered a directed selling effort in the United States, which is prohibited for a Reg S offering. It’s important therefore for the issuer to control its advertising under Rule 506(c) so that it doesn’t look like directed selling efforts for purposes of the Reg S offshore transaction.