Exxon Capital Exchange Offers

This practice note discusses a type of registered exchange offer known as an "Exxon Capital" exchange offer (also referred to as an "A/B" exchange offer). An Exxon Capital exchange offer allows security holders, typically of debt securities issued in offerings not registered under the Securities Act of 1933, as amended (Securities Act), in reliance on Securities Act Rule 144A (17 C.F.R. § 230.144A), to exchange their unregistered securities for securities that have been registered under the Securities Act. The availability of a registered exchange process generally enables issuers to sell securities more quickly than they could in a registered offering and thus be better positioned to take advantage of favorable market conditions.