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ARTICLE · 08 FEBRUARY 2019

SEC Exempts Two ETFs From Tender Offer Requirements

Hogan Lovells Cadwalader
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SEC Exempts Two ETFs from Tender Offer Requirements.

United StatesCorporate/Commercial Law
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
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The SEC Division of Corporation Finance (the "Division") granted to two exchange-traded funds exemptions (see here and here) from Exchange Act rules prohibiting purchases outside of a tender offer.

The relief is conditioned upon the following:

  • "no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer";
  • any purchases of a portfolio security by a dealer-manager during a tender offer will be effected as "adjustments to a basket of securities in the ordinary course of business" due to a change in the composition of the Fund's portfolio; and
  • any broker-dealer acting as a dealer-manager of a tender offer must comply with Rule 14e-5, except for the relief granted in the Division's letters.

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