Exchange Offer and Resale Registration Statement Comparison

Summary

This checklist discusses the advantages of removing resale restrictions using an exchange offer compared to a resale registration statement. Securities acquired in a private placement are “restricted securities” under the Securities Act of 1933, as amended (Securities Act), and may only be publicly resold when the applicable holding period expires in accordance with Rule 144 (17 C.F.R. § 230.144) under the Securities Act, pursuant to an effective registration statement, or in reliance on another available exemption. Resale restrictions may be removed through a registered exchange offer, commonly called an “A/B” exchange offer or “Exxon Capital” exchange offer, in which the initial securities are exchanged for registered securities that are substantially identical to the initial securities. Registration may also be accomplished by filing a resale shelf registration statement for the securities.