A/B Exchange Offer

Definition:

An offer by an issuer to exchange previously issued Restricted Securities (i.e., securities issued in a Private Placement) for new registered securities, which are ordinarily on the same terms as the old securities. The effect of the offer is to allow the issuer to provide securities on an accelerated timetable without registration and then, at a later date, to provide holders with registered and freely tradable securities. A/B Exchange Offers were authorized in the No-Action Letter Exxon Capital Holding Corp, 1988 SEC No – Act LEXIS 682. 

Also referred to as an Exxon Capital Exchange Offer.

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