SEC’s Office of Mergers and Acquisitions Issues Exemptive Order Easing Certain Requirements for Non-Convertible Debt Tender Offers

On June 30, the SEC’s Office of Mergers and Acquisitions within its Division of Corporation Finance (the “Division”) issued an Exemptive Order for Tender or Exchange Offers for Non-Convertible Debt Securities (the “2026 Exemptive Order”).

As background, while Securities Exchange Act of 1934 (the “Exchange Act”) Rule 14e-1(a) requires tender offers to be open for at least 20 business days, in January 2015, the Division issued a no-action letter indicating that it would not recommend enforcement action under Exchange Act Rule 14e-1(a) or Rule 14e-1(b) if an offeror conducts a tender offer for non-convertible debt securities with a minimum offering period of five business days so long as the tender offer satisfies the applicable criteria set forth in the letter (the “April 2015 Letter”).

The 2026 Exemptive Order likewise permits a tender or exchange offer for any class or series of non-convertible debt securities to remain open for a minimum period of five business days so long as several conditions are met, including that the offer is made by the issuer of the subject non-convertible debt securities, a direct or indirect wholly owned subsidiary of such issuer, or a parent company that directly or indirectly owns 100% of the capital stock (other than directors’ qualifying shares) of such issuer, and the offer is made for cash and or consideration consisting of certain “Qualified Debt Securities.” The commencement of the offer and any material changes to the terms of the offer must be announced via a press release, and the issuer must provide certain withdrawal rights.

The 2026 Exemptive Order supersedes the April 2015 Letter and liberalizes and formalizes the framework established by that letter. The most consequential changes are permitting partial offers with proration, narrowing of the consent solicitation prohibition to supermajority amendments only, expanding the pool of eligible exchange offer participants, relaxing the Qualified Debt Securities definition, and eliminating the senior indebtedness financing restriction. Together, these changes expand the range of transactions that can be conducted on an abbreviated five-business-day timeline.

The 2026 Exemptive Order follows on the Office of Mergers and Acquisitions’ issuance of a separate exemptive order providing issuers and, in some cases, third-party bidders with the flexibility to shorten the time period during which tender offers for equity securities must be open from 20 to 10 business days.

On July 1, the Commission announced that its Division of Economic and Risk Analysis (DERA) has updated its statistics and data visualizations webpage, covering key segments of the US capital markets and now incorporating activity from the first quarter of 2026. The updated statistics include, among other things, data on:

• initial public offerings (IPOs),
• follow-on registered offerings,
• corporate bond offerings,
• asset-backed securities issuances,
• commercial mortgage-backed securities issuances,
• Regulation D offerings,
• reporting issuers,
• transfer agents, and
• credit rating agencies.

For example, on reporting issuers, there is data on the number of such issuers showing evolution of the numbers since 2024. For follow-on registered offerings, there is data on the number of filings by US and non-US issuers and total and average proceeds.

In the press release, the SEC highlights increases in IPOs and follow-on offering activity in the first quarter of this year:

• 99 IPOs raised over $22 billion in Q1 2026, compared to 84 IPOs raising over $11.8 billion in Q1 2025. This represents an approximately 86% increase in proceeds raised.
• 264 follow-on registered offerings raised over $44.2 billion in Q1 2026, compared to 250 follow-on registered offerings raising over $40.4 billion in Q1 2025.

On June 23, the Division published the following Corporation Finance Interpretation:

Section 142.01 Securities Act Section 8

Question 142.01

Question: A company seeks to list rights on a national securities exchange in connection with a business combination transaction without the underlying securities also being listed. As required by the exchange, the company must have an effective registration statement, prior to the rights being listed, that registers the issuance of the underlying securities upon exercise of the rights. Must the registration statement contain information regarding the specific transaction and the business to be acquired?

Answer: Yes. The registration statement must contain information about the contemplated business combination transaction and the business to be acquired. [June 23, 2026]

On June 24, the Commission announced the appointment of Kathleen M. Hutchinson to serve as director of the SEC’s Division of International Affairs (OIA). The OIA advises the SEC on international policy matters and coordinates with foreign authorities to facilitate cross-border enforcement and supervisory cooperation. Ms. Hutchinson had been serving as OIA’s acting director since January 2025. She started at the SEC in 2003 as an attorney-advisor in the Office of Compliance Inspections and Examinations, now the Division of Examinations, and joined OIA in 2008. Ms. Hutchinson has held several other positions in OIA, including deputy director and assistant director.

In separate filings, the SEC requested public comment on harmonizing regulation of portfolio margining and addressing the emergence of exchange-traded funds (ETFs) seeking to invest in innovative asset classes or engage in novel investment strategies.

On June 30, the SEC and the Commodity Futures Trading Commission (CFTC) issued a joint press release to announce the filing of a joint request for public comment on potential approaches to further harmonize regulatory frameworks applicable to portfolio margining across securities, security-based swaps, futures, swaps, and related positions. The joint request for comment seeks input on a range of issues, including:

• Existing portfolio margining models and practices
• Customer protection considerations
• Cross-margining and cross-product offsets
• Capital, segregation, and collateral treatment
• Risk management and margin methodologies
• Clearing agency and derivatives clearing organization considerations
• Operational and technical implementation issues
• Potential impacts on market liquidity and competition

The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

On the same day, the SEC issued a press release announcing the filing of a request for public comment on ETFs seeking to invest in innovative asset classes or engage in novel investment strategies. As indicated in the release, the request focuses on ways to facilitate innovation in the ETF space while protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation. In particular, the release indicates that the Commission seeks comment on the status of certain novel ETFs as investment companies, the regulation of novel ETFs, and how the registration process for novel ETFs can continue to operate effectively. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

On June 29, the Staff of the Division released an updated version of its Financial Reporting Manual (FRM). The FRM was originally prepared by the Staff of the Division of Corporation Finance (“Staff”) to serve as internal guidance. In 2008, in an effort to increase transparency of informal Staff interpretations, the Division posted a version of the FRM to its website to provide non-authoritative guidance on accounting and disclosure issues. The recent amendments are purely administrative in nature and address, for example, the change in the nomenclature from Compliance & Disclosure Interpretations to Corporation Finance Interpretations and also implement formatting changes.