This practice note provides 10 tips for issuers who want to conduct a debt tender offer for cash, which is a way of repurchasing their debt securities from the holders. The document explains how to avoid triggering the SEC’s tender offer rules by limiting the amount and number of securities, negotiating the price individually, and not imposing the same terms on all offerees. The document also highlights the difference between nonconvertible and convertible debt securities, which have different regulatory and accounting implications for tender offers. The document discusses the timing requirements for tender offers, which are usually 20 business days, and the conditions for an abbreviated tender process that allows a shorter offer period for nonconvertible debt securities. The document explains the various pricing methodologies that an issuer can use to determine the consideration for the tender offer, such as fixed price, fixed spread, or Dutch auction, and the information that must be disclosed in the offer to purchase. The document advises that an issuer may engage an investment bank as a financial adviser and a dealer-manager to help with the planning, structuring, solicitation, and marketing of the tender offer, and outlines the main points of the dealer-manager agreement.
