Two broker-dealers were fined and censured for tendering more than their net long positions in a partial tender offer. Both of the firms had sold call options, thereby reducing their net long positions, but the firms tendered the full amount of their long positions, thereby receiving more than their fair shares of the partial tender. The broker-dealers violated Rule 14e-4 (aka the short tender rule), which prohibits a person from tendering more than its net long position in a partial tender offer.
Closed-end funds with limited liquidity should surveil for these types of trading shenanigans so that brokers don’t game the tender offer system.
The SEC censured and fined the General Partner of a private partnership for failing to file the required notice and response to third party tender offers. The SEC faults the GP for failing to file a Schedule 14D-9 following the receipt of information of tender offers for more than 5% of the partnership’s interests. The Schedule 14D-9 is the method by which investors receive information about a tender offer and management’s response. Because no public market existed for the partnership’s interests, the failure to notify investors could have resulted in fewer investors selling their interests to the third party.
OUR TAKE: Closed-end funds that rely on tender offers for investor liquidity must ensure strict compliance with the arcane and voluminous tender offer rules. As the market for more esoteric products grows, the SEC will use the tender offer rules to ensure full and fair disclosure.