Publication
Publication
On June 30, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued conditional exemptive relief (the “2026 Exemptive Order”) that makes it easier to conduct abbreviated debt tender offers, particularly for issuers seeking to conduct partial repurchases or exchange offers involving a wider category of institutional holders. The 2026 Exemptive Order supersedes the SEC’s 2015 no-action letter (the “2015 No-Action Letter”) on abbreviated tender offers.
Background
Tender offers are regulated by the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), which mandates a minimum offering period of at least 20 business days for tender offers under Rule 14e-1(a). Since 1986, the SEC staff had issued a series of no-action letters providing relief from this requirement for certain non-convertible debt tender offers. In January 2015, the SEC staff superseded those earlier letters with the 2015 No-Action Letter, which confirmed that the staff would not recommend enforcement action if an offeror conducted a tender offer for non-convertible debt securities held open for at least five business days, subject to certain conditions. The 2026 Exemptive Order is issued by the Division of Corporation Finance acting for the SEC pursuant to delegated authority.
