Do Overseas Investors Need to be "Accredited"?
There seems to be a lot of misperceptions about who needs to be an accredited investor within the framework of the U.S. Securities laws.
Within the United States, EB-5 offerings are made as a private placement pursuant to Rule 506 of Regulation D only to parties that are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933.
Outside the United States, EB-5 offerings are made pursuant to Regulation S under the Securities Act only to parties that are not “U.S. Persons” as defined in such regulation, and pursuant to exemptions from applicable securities laws of other countries (“Foreign Securities Laws”).
With respect to interests offered and sold outside the United States, each investor must represent in writing, among other things, that: (i) the investor is not a “U.S. person” as defined in Regulation S under the Securities Act and is not acquiring an interest in the Fund for the account or benefit of any “U.S. person”; (ii) at the time the investor executes and delivers its subscription to purchase an interest in the Fund, the investor is outside of the United States; and (iii) the investor will not engage in hedging transactions with respect to interests in the Fund unless in compliance with the Securities Act. Under Regulation S, an investor is not required to be “Accredited.”