On November 18, 2016, the SEC’s Division of Corporation Finance released seven new Compliance and Disclosure Interpretations (“C&DIs”) pertaining to debt tender offers. The first two C&DIs apply to Regulation 14D and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), clarifying rules about compensation disclosure for financial advisors. Highlights of these C&DIs include the following guidance:

..Item 5 of Schedule 14D-9 and Item 1009(a) of Regulation M-A together require a summary of all material terms of employment, retainer or other arrangement for compensation regarding “all persons…that are directly or indirectly employed, retained, or to be compensated to make solicitations or recommendations in connection with” a transaction subject to the provision. A financial advisor engaged by the issuer’s board or independent committee to provide advice with respect to the tender or exchange offer, and whose analyses or conclusions are discussed in the issuer's Schedule 14D-9, is “indirectly employed, retained, or to be compensated” to assist the issuer in making its Schedule 14D-9 solicitation or recommendation within the meaning of Item 1009(a) of Regulation M-A...