Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 14e-7 -- Unlawful Tender Offer Practices in Connection with Roll-ups

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1. 1. It shall be unlawful for any person to receive compensation for soliciting tenders directly from security holders in connection with a roll-up transaction as provided in paragraph (a)(2) of this section, if the compensation is:
      
      
      1. Based on whether the solicited person participates in the tender offer; or
         
         
      2. Contingent on the success of the tender offer.
         
         
   2. Paragraph (a)(1) of this section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K, structured as a tender offer, except for a transaction involving only:
      
      
      1. Finite-life entities that are not limited partnerships;
         
         
      2. Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act; or
         
         
      3. Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act.
         
         
2. 1. It shall be unlawful for any finite-life entity that is the subject of a roll-up transaction as provided in paragraph (b)(2) of this section to fail to provide a security holder list or mail communications related to a tender offer that is in furtherance of the roll-up transaction, at the option of a requesting security holder, pursuant to the procedures set forth in Rule 14a-7.
      
      
   2. Paragraph (b)(1) of this section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K, structured as a tender offer, that involves:
      
      
      1. An entity with securities registered pursuant to section 12 of the Act; or
         
         
      2. A limited partnership, unless the transaction involves only:
         
         
         1. Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act; or
            
            
         2. Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act.

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