Debt Exchange Offers: Legal Strategies for Distressed Issuers
Navigating Complex Securities Laws When Restructuring Convertible Debt Securities
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Thursday, April 15, 2010
Recorded event now available
This CLE webinar will provide guidance on debt exchange offers for counsel to companies seeking to restructure their balance sheets and mitigate debt service requirements. The panel will examine current trends in the use of debt exchange offers, explain how exchange offers are being structured, and outline strategies for distressed issuers.
Description
The recent surge in debt exchange offer activity will persist throughout 2010 as companies remain over-leveraged, credit markets are tight, default rates rise, earnings and revenue prospects are grim, and trading prices for speculative-grade corporate debt remain depressed.
Debt exchange offers are an alternative for companies seeking to restructure their balance sheets and gain relief from debt service requirements. However, these complex transactions raise a host of legal issues involving significant execution and restructuring risks.
In addition, the manner in which debt exchange offers are conducted is subject to SEC regulation. Exchanges must be registered under the Securities Act of 1933 unless they qualify for an exemption and are also subject to the tender offer rules under the Securities Exchange Act of 1934.
Listen as our panel of attorneys experienced in leveraged finance transactions reviews current trends in the use of debt exchange offers, explains how to structure exchange offers, and provides strategies for counsel to distressed issuers in the current market.
Outline
- Current trends in debt exchange activity
- Types of exchange offers
- Section 3(a)(9) exchange offer
- Private exchange offer
- Registered exchange offer
- Securities laws governing debt exchange offers
- Factors to consider when using debt exchange offers
- Pre-launch communications with existing bondholders
- All holders/best-price requirements
- Withdrawal rights
- Pre-commencement lock-ups
- Credit documents’ limitations
- Tax implications
- Consent solicitations
- Early consent deadline
- Consent fees
- Credit default swaps
- Dealer-manager/financial advisor issues
Benefits
The panel will review these and other key questions:
- What factors are driving the increase in debt exchange offer activity?
- What are the basic legal considerations for companies considering debt restructuring via debt exchange offers?
- How can corporate issuers incentivize bondholders to participate in exchange offers?
Faculty
Michael Kaplan,
Partner
Davis Polk & Wardwell, New York
He regularly works for issuers and underwriters in connection with capital markets and leveraged finance transactions, including initial public offerings and other equity offerings, as well as offerings of convertible and high-yield debt. He also regularly advises investment banking clients on securities law-related matters and corporate clients on general corporate matters.
James J. Moloney,
Partner
Gibson Dunn & Crutcher, Irvine, Calif.
He focuses on securities, M&A, friendly and hostile tender offers, proxy contests, going-private transactions, and general corporate matters. He has handled cross-border tender offers, exchange offers and going private transactions, advising bidders, targets, and major shareholders of targets on their registration, disclosure and reporting obligations under the securities laws.
Lawrence G. Wee,
Partner
Paul Weiss Rifkind Wharton & Garrison, New York
His practice includes public equity offerings, high-yield and investment-grade debt offerings, convertible debt offerings and asset-backed securities offerings. He represents public companies regarding securities law compliance matters and advises in connection with public M&A transactions. He has extensive experience in debt consent solicitations, debt restructurings and exchange offers.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
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Recorded Event
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Customer Reviews
The panelists covered the topic well and in depth.
Andrea Mealey
Edwards Angell Palmer & Dodge
This was an excellent teleconference; one of the best I have listened to. The speakers were all very knowledgeable on the subject, but importantly, they were able to present in a very direct, easy to listen to and understand style.
Jose E Guzman, Jr.
Nossaman
Content was excellent.
Jonelle Burnham
Kimberly-Clark
I liked everything about the teleconference - knowledgeable speakers, well presented, timely topic. I was very impressed.
James A. Tramonte
Miller Martin
The program was very to the point — no fluff.
Brian McNamara
Wright Lindsey & Jennings
Finance Law Advisory Board
Partner
Gibson Dunn & Crutcher
Partner
Nixon Peabody
Partner
Alston & Bird
Counsel
Mayer Brown
Partner
O’Melveny & Myers
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