New SEC Guidance for Accelerated Issuer Tender Offers and Exchange Offers for Debt Securities
On January 23, 2015, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) issued a letter granting no-action relief from Rules 14e-1(a) and (b) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), for “Five Business Day Tender Offers.” Subject to compliance with a variety of conditions, the exemptive relief permits an issuer (or its parent company or a wholly owned subsidiary) to conduct tender offers for non-convertible debt securities over a minimum period of five business days, regardless of the credit rating applicable to the subject securities.