On June 30, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order (the “2026 Exemptive Order”) allowing certain qualifying tender or exchange offers for non-convertible debt securities to remain open for a minimum of five business days, instead of the 20 business days required under the Securities Exchange Act of 1934 (the “Exchange Act”). The 2026 Exemptive Order supersedes all prior SEC relief related to abbreviated offering periods in tender and exchange offers for non-convertible debt securities, including the Division’s January 2015 no-action letter (the “2015 No-Action Letter”), which permitted certain tender and exchange offers for non-convertible debt securities to remain open for a minimum period of only five business days. The 2026 Exemptive Order expands and enhances the abbreviated tender offer relief afforded by the 2015 No-Action Letter, including relaxing or eliminating some of the prior qualifying conditions. An issuer, its wholly owned subsidiary, or a parent that owns 100% of the capital stock of such issuer, can conduct tender and exchange offers for non-convertible debt securities using a five-business-day minimum offer period, as long as certain conditions are met.
The Division stated that the exemptive relief aims to address market inefficiencies, better reflect technological advances, reduce exposure to market and interest rate fluctuations, and facilitate the availability of tender offers, consistent with the SEC’s investor protection goals.
This debt tender offer exemptive relief follows an earlier exemptive order, issued by the Division last April, that allows certain qualifying tender offers for equity securities to remain open for a minimum of 10 business days, instead of the 20 business days required under the Exchange Act, which we address in a prior alert. Below we provide some background and discuss key aspects of the 2026 Exemptive Order, as well as compare the 2026 Exemptive Order with the 2015 No-Action Letter in a table and a specific blackline.
Continue reading the Legal Update.