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ARTICLE · 05 FEBRUARY 2015

SEC Issues Guidance For Shorter Debt Tender Offers

Hogan Lovells Cadwalader
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The no-action letter supersedes several prior no-action letters that had established market practice for abbreviated tender offers for nearly 30 years.

United StatesFinance and Banking
William Mills
William Mills
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On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the "SEC") issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days, as opposed to the 20 business day period specified in Rule 14e-1 under the Securities Exchange Act of 1934 (the "Exchange Act").1  The no-action letter supersedes several prior no-action letters that had established market practice for abbreviated tender offers for nearly 30 years.

Takeaways

The new no-action letter is a significant development for liability management practices.  It impacts not only the shortened debt tender offers for which it grants relief, but also the planning of tender offers generally and the ability to conduct shortened tender offers that would have been allowed under previous SEC guidance.

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