Tender offers that are extended into the United States are subject to significant procedural and substantive requirements of the US tender offer rules under the US Securities Exchange Act of 1934 (the “Exchange Act”). These include a minimum offer period and prompt payment, among other requirements, as we discuss in detail in our note Cash Tender Offers for Non-Convertible Debt Securities. As a result, a non-US issuer making a tender offer for its debt securities to US holders will be required to structure the transaction to comply with limitations and requirements that are more restrictive than those that apply to offers conducted solely in its local market in Europe, Asia or elsewhere outside of the United States. However, consistent with US Securities and Exchange Commission (“SEC”) policy to encourage the inclusion of US holders in cross-border tender offers, exemptions from some of the requirements of the US tender offer rules are available for certain tender offers for securities with limited US beneficial ownership.
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RegisterCross-Border Liability Management and US Federal Securities Law - Exemptions from the US Tender Offer Rules
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USA
April 7 2020
