b'to register any transfer of securities in violation of this rule.11 (Rule 902(g)). The issuer must obtain certification and proof from foreign purchasers that they are non-U.S. persons. This is usually done via a subscription agreement specific to Non-U.S. Persons.A Regulation S and a Rule 506(b) Offering can be combined under the sameprivateplacementmemorandum,butwillrequireaseparate Subscription Agreement for non-U.S. investors.Because of the restriction that prohibits targeted selling efforts in the U.S.,anissuercannotcombineaRule506(c)Offering(whichallows advertising in the U.S.) and a Regulation S Offering. The issuer must have aseparateprivateplacementmemorandumandaseparatesubscription agreement, but could have both U.S. and non-U.S. Persons invest in the same company or property.Benefits of a Regulation S Offering The benefits of a Regulation S offering are described below: 11 AmendmentstoRegulationS:NewRestrictionsonOffshoreEquityOfferingsbyU.S.Issuers,SimpsonThacher&BartlettLLP,March6,199873'