New SEC Relief Allowing Abbreviated Tender Offers for Equity Securities and Non-Convertible Debt Securities

In a pair of exemptive orders issued in April and June 2026, the SEC’s Division of Corporation Finance (the “Division”) has allowed certain qualifying tender offers for equity securities (“equity tender relief”), and certain qualifying tender or exchange offers for non-convertible debt securities (“debt tender relief”), to remain open for a minimum period of 10 and 5 business days, respectively, instead of the 20 business days required under the Securities Exchange Act of 1934.   The new equity relief allows certain abbreviated tenders for equity securities of public and private companies, including third-party public M&A tenders and issuer self-tenders.  The new debt tender relief expands and enhances the relief afforded by the Division’s 2015 no-action letter, including relaxing or eliminating some of the letter’s prior qualifying conditions.

We will discuss the two exemptive orders and the qualifying conditions under the orders, and compare the new relief with the SEC’s prior guidance. In addition, we also will analyze how the new relief can provide participants greater flexibility in structuring and undertaking certain friendly M&A transactions, issuer share repurchases and liability management transactions to aid issuers seeking to optimize their capital structures.

Topics will include

• 20 Business Day Requirement for Tender Offers under the Securities Exchange Act
• SEC’s April 2026 Exemptive Order for Tender Offers for Equity Securities
• SEC’s June 2026 Exemptive Order for Tender or Exchange Offers for Non-Convertible Debt Securities; Comparison to the 2015 No-Action Letter
• Practical Application and Considerations
• Looking Ahead and Other Areas for Consideration

See our legal update: SEC Issues Exemptive Order Expanding Availability of Five-Business Day Tender Offer Relief for Non-Convertible Debt Securities, a table comparing the 2026 Exemptive Order with the 2015 No-Action Letter, and the redline comparison.

CLE credit will be offered.

Monday, August 17, 2026

United States
1:00 p.m. – 2:00 p.m. EDT
12:00 p.m. – 1:00 p.m. CDT
11:00 a.m. – 12:00 p.m. MDT
10:00 a.m. – 11:00 a.m. PDT

Europe
6:00 p.m. – 7:00 p.m. BST
7:00 p.m. – 8:00 p.m. CEST

For more information, please contact Hanson Hairihan at hhairihan@mayerbrown.com.