The staff of the SEC this week issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions, the Mayer Brown law firm writes. Two of the new CD&Is relate to Form 8-K. Three of the CD&Is interpret proxy solicitation requirements. One addresses a tender offer issue relating to SPACs.
CD&I #166.01 states that to the extent that a SPAC redemption offer constitutes a tender offer, the Exchange Act Rule 14e-5 prohibition of purchases outside of a tender offer applies to the purchases of SPAC securities by the SPAC sponsor or its affiliates outside of the redemption offer. However, the Staff will not object to purchases by the SPAC sponsor or its affiliates outside of the redemption offer as long as conditions specified in the CD&I are satisfied. Read more.
