An overview of the mechanics governing A/B exchange offers, whereby an issuer conducts an offering of securities registered under the Securities Act of 1933 in exchange for previously-issued unregistered securities. This Practice Note discusses applicable law and guidance (such as no-action letters), parties in the exchange offer, the registration statement used in the exchange offer, and the other principal documents governing the exchange offer (including the registration rights agreement and exchange agent agreement). It also includes information on the typical timeframe for the exchange offer and issues concerning incorporation by reference and amendments to the registration statement.