Cleary Gottlieb represented Verizon in concurrent five-business day private exchange offers and tender offers to repurchase any and all of 18 series of its outstanding notes totaling more than $29 billion.
These transactions are the first exchange offers undertaken pursuant to a no-action letter that the Securities and Exchange Commission granted in January 2015 that gives issuers relief from the 20-business day rule that would otherwise apply. The letter allows for private exchange offers to be made to institutional and off-shore holders in a shortened five-business day period if a variety of criteria are met, including launching a concurrent cash offer to holders who are not eligible to participate in the exchange offer and building in certain cross-conditionality.
While this letter has been used to conduct shortened cash tender offers, this is first time that an issuer has commenced an exchange offer under the letter. The use of the letter in this context allows issuers additional tools for managing their capital structure needs and reduces pricing and execution risk for all parties.