Securities issued in a corporate reorganization in which one security is exchanged for another security are exempt from registration with the SEC.

Question

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This exemption is known as the "exchange offer exemption" and is provided under Section 3(a)(9) of the Securities Act of 1933. However, certain conditions must be met for this exemption to apply, such as no additional consideration being required from the securityholders and the securities being issued in a reorganization transaction that is not primarily for the purpose of raising capital.

Securities Issued in a Corporate Reorganization in Which One Security