The exemptive order permits qualifying offers to remain open for a minimum period of five business days rather than the minimum period of 20 business days required under the SEC's tender offer rules. The order supersedes the Division's 2015 no-action letter and any similar letters that had permitted abbreviated offering periods for non-convertible debt tender offers conducted in compliance with more restrictive conditions.

Abbreviated offering periods are available under the new order only for tender and exchange offers for non-convertible debt securities made by the issuer of the securities, a direct or indirect wholly-owned subsidiary of the issuer, or a parent company that directly or indirectly owns 100% of the issuer's capital stock. The offer consideration may consist of cash, non-convertible debt securities with specified terms, or a combination of cash and such securities. Parties relying on the exemption also must comply with other conditions described in the order.

The Division's exemptive order, issued by its Office of Mergers and Acquisitions on June 30, 2026, may be accessed here.

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Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Joseph Gilligan, Stuart Morrissy, Brian O'Fahey, Meredith Hines, and Ann Du.