Series 79: Prohibiting Purchases Outside Of A Tender Offer (Rule 14e-5)

Prohibiting Purchases Outside of a Tender Offer (Rule 14e-5)

Rule 14e-5 makes it unlawful for the person making a tender offer to purchase or arrange to purchase any subject securities, directly or indirectly, except as part of the tender offer. This prohibition applies from the time the tender offer is publicly announced until the expiration of the offer.

In addition to barring purchases by the offeror itself, the rule also prohibits purchases by the offeror’s affiliates, its dealer-manager and affiliates, and any professional advisor whose compensation is contingent