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Clifford Chance

Clifford Chance


SEC Staff Provides New Guidance for Accelerated Debt Tender Offers

10 February 2015

The staff of the SEC's Division of Corporation Finance issued new guidance on the requirements and conditions for conducting accelerated tender offers for non-convertible debt regardless of its rating. In addition to expanding the availability of a shortened process to non-investment grade debt, the new guidance permits an accelerated timeline for certain debt-for-debt exchange offers, but imposes new requirements and conditions on offerors seeking to make an accelerated tender offer.  The SEC Staff began this process back in April 2014, when they created a working group that included issuers, bankers and large institutional fixed-income investors to help update staff guidance on the conduct of accelerated debt tender offers that had been largely unchanged since the mid 1980's. The guidance comes in the form of a No-Action Letter in response to the official request of certain representatives of the working group.

The SEC staff would permit a debt tender offer to be held open for only 5 business days (a "5 Day Tender Offer") if certain requirements and conditions are met as discussed below.

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