SEC Publishes New Guidance for Abbreviated Exchange Offers

SEC Publishes New Guidance for Abbreviated Exchange Offers


By: Stuart H. Gelfond, Caitlin Locurto

Recently, the Securities and Exchange Commission (“SEC”) published five new Compliance & Disclosure Interpretations (“C&DIs”) refining its January 2015 no-action letter on abbreviated tender and exchange offers (the “No-Action Letter”). The No-Action Letter permits issuers to conduct tender and exchange offers for non-convertible debt securities meeting certain criteria on a five business day timeline, rather than the twenty business day timeline required by Rule 14e-1(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In previously issued no-action letters, the SEC reserved the flexibility to conduct abbreviated exchange offers for issuers of investment grade debt (i.e., debt with a rating of BBB- or higher).  Superseding prior guidance, the January 2015 No-Action Letter allowed high-yield debt tender and exchange offers to take place on a five business day timeline, subject to certain conditions. During the year since the issuance of the No-Action Letter, a significant proportion of debt tender offers have used the five business day timeline.

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