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Regulation S Glossary


- # - 401(K) Plan - A –"A" Round Accredited Investor Accrued Interest Acquisition ACRS Accelerated Cost Recovery System.American Depositary Receipt
(ADR's) Advisory Board Allocation Alternative Assets Amortization AMT Alternative Minimum Tax Angel Financing Angel Investor Anti-dilution Provisions Archangel Asset-backed Loan Automatic Conversion Average IRR - B - "B" Round Balance Sheet Bankruptcy BATNA (best alternative to a negotiated agreement) Bear Hug Benchmarking Best Efforts Blue Sky Laws Board rights Book Value Bootstrapping Bridge Financing Broad-Based Weighted Average Ratchet Burn Out / Cram Down Burn Rate Business Development Company (BDC) Business Judgment Rule Business Plan - C - CAGR Call Option Capital (or Assets) Under ManagementCapital Call Capital Gains Capitalization Table Capitalize Captive Funds Carried Interest Cash Position Catch-up Chapter 11 Chapter 7 Chinese wall Clawback Closed-end Fund Closing Co-investment Collar Agreement Committed Capital Committed Funds or Raised Funds Common Stock Company Buy-back Consolidation Conversion Ratio Convertible Security Corporate Charter Corporate Resolution Corporate Venturing Corporation Covenant Cumulative Dividends Cumulative Voting. - D - Deal Flow Deficiency Letter Demand Rights Depreciation Dilution Dilution Protection Director Disbursement Disclosure Document Distressed Debt Distribution Diversification Dividend Down Round Drag-Along Rights Due Diligence - E - Early Stage EBITDA Economies of Scale Elevator Pitch Employee Stock Option Plan (ESOP) Employee Stock Ownership Plan Equity Kicker ERISA ERISA Significant Participation Test Evergreen Promise Exercise Price Exit Strategy Exiting Climates Exits (AKA Divestments or Realizations) - F - Factoring Final Regulation Finder Flipping Flotation Follow-on Funding Form 10-K Form 10-KSB Form S-1 Form S-2 Form SB-2 Founders' Shares Free Cash Flow Full Ratchet Anti-Dilution Fully Diluted Earnings Per Share Fully Diluted Outstanding Shares Fund Age Fund Focus Fund of Funds Fund Size - G - GAAP Generally Accepted Accounting Principles Gatekeeper GDR's Global Depositary Receipt (GDR's) General Partner (GP) General Partner Clawback General Partner Contribution - H - Hedge of Hedging Hockey Dtick Projections Holding Company Holding Period Hot Issue Hurdle Rate - I - Incubator Initial Public Offering (IPO) Institutional Investors Intellectual property Investment Company Act of 1940 Investment Letter IRA Rollover IRR ISO Issue Price Issued Shares Issuer - J - J-Curve Effect - K - Key Employees Key Man Clause - L - Later Stage Lead Investor Lemon Leveraged Buyout (LBO) Lifestyle Firms Limited Partner (LP) Limited Partner clawback Limited Partnerships Liquidation Liquidation Preference Liquidity Event Lock-up Period Lower Quartile - M - Management Buy-Out (MBO) Management Fee Management Team Mandatory Redemption Market Capitalization Merchant Banking Merger Mezzanine Financing Middle-Market Firms Mutual Fund - N - Narrow-Based Weighted Average RatchetNASD National Association of Securities Dealers NASDAQ NDA (Non-Disclosure Agreement) Net Asset Value (NAV) Net Financing Cost Net income Net IRR Net Present Value Net present value (NPV) New Issue Newco No Shop, No Solicitation Clauses No-Fault Divorce Non-Compete Clause Non-Accredited NYSE New York Stock Exchange. - O - Offering Memorandum. Open-end Fund Option Pool Original Issue Discount OTC Over-the-Counter. Outstanding Stock Oversubscription Oversubscription Privilege - P - Paid-in Capital Pari Passu Participating Preferred Participation Partnership Partnership Agreement Pay to Play Penny Stocks Piggyback Registration PIK Debt Securities PIV Pooled Investment Vehicle. Placement Agent Plain English Handbook Plum Poison Pill Pooled IRR Portfolio Companies Post-Money Valuation Pre-Money Valuation Preemptive Right Preference Shares Preferred Dividend Preferred Return (AKA Hurdle Rate) Preferred Stock Private Equity Private Investment in Public Equities (PIPES) Private Placement Private Placement Memorandum Private Securities Prospectus Put Option - Q - QPAM - R - Recapitalization Reconfirmation Red Herring Redeemable Preferred Stock Redemption Registration Registration Rights Regulation A Regulation C Regulation D Regulation D Offering Regulation S Regulation S-B Regulation S-K Regulation S-X Reorganization or Corporate Reorganization Restricted Securities Restricted Shares Revlon Duties Right of First Refusal Rights Offering Risk Rule 144 Rule 144A Rule 147 Rule 501 Rule 505 Rule 506 -S - S Corporation SBIC SBIR Secondary funds Secondary Market Secondary Sale Securities Act of 1933 Securities Act of 1934 Securities and Exchange Commission Seed Money Seed Stage Financing Senior Securities Series A Preferred Stock Shell Corporation Small Business Administration (SBA) Small Business Innovation Development Act of 1982 Special Purpose Vehicle Spin Out Staggered Board Statutory Voting Stock Options Strategic Investors Subordinated Debt Subscription Agreement Sweat Equity Syndicate Syndication - T - Tag-Along Rights / Rights of Co-Sale Takedown Schedule Tax-Free Reorganizations Tender Offer Term Sheet Time Value of Money Trade Sale Treasury Stock - U - UBTI ULPA Upper quartile - V - Venture Capital Financing Vesting Schedules Vintage Year Voluntary Redemption Voting Right - W - Warrant Wash-Out Round Weighted Average Anti-dilution Williams Act of 1968 Workout Write-Off Write-Up/Write-Down

A New Opportunity for Investors
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Investors around the world are looking past their national borders to take advantage of new opportunities for capital growth by investing in international securities. At the same time, companies around the world are increasingly tapping international markets to enhance their global presence and raise capital abroad. Regulations-S.com™ brings investors and companies together in a private, coordinated, online marketplace. Discover the benefits!

Why Invest in Regulation S Stock?
The underlying aim of Regulation S is to make it simpler for American companies to raise capital by issuing certificates outside the US. In order to make these share certificates even more attractive, the SEC has attached special benefits to Regulation S certificates. You can read more about Regulation S here.
 

A Discounted Stock Purchase Price
In order to compensate the investor for the restricted period, there are no registration costs associated with Regulation S. Companies can also cut costs by avoiding protracted registration times, and these savings can be used instead to attract foreign investors through providing discounted prices for the share certificate.
 

More Regulation S Information

Open a free client account at a Regulation-S.com Membersite and you can:

  • Get information on issuers with Regulation S issues in the market
  • Remove the restrictive legend from your certificatesOpen Your Account Now!
  • Sell your certificates to other investors and get your money sent to you
  • Buy Regulation S securities
  • Get General Regulation S information
  • Access a fully disclosed, transparent marketplace with investor information and tools to assist you in making informed investment decisions

 
Doing it Right
at Regulation-S.com

To protect you, the Investor, Regulation-S.com insists that all companies on the Regulation-S.com Exchange adhere to strict criteria:

  • Fully reporting, meaning that the company must disclose to the public any share issuances done under Regulation S during the previous quarter; or
  • Willing to issue a press or public statement as to the issuance of shares for a fundraising under Regulation S to the public by an acceptable means - meaning accessible online to the general public, either through a press release or by a statement on the company website.
  • Current and 6 month historical trading volume of USD $50,000.00 per day in trading volume calculated as ($ Share price) x (# shares traded).
  • Demonstrates and states, with full corporate liability, the amount of dilution in unregistered securities transactions. Regulation-S.com does not accept clients with too high of a percentage of shares issued under the Regulation S exemption, nor does it normally participate in issues of shares that will account for more than 9.5% of the issuing companies total issued and outstanding shares in that company.

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