Debt Exchange Offers: Legal Strategies for Distressed Issuers
Navigating Complex Securities Laws When Restructuring Convertible Debt Securities
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course 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.
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
He regularly works for issuers and underwriters in connection with capital markets and leveraged finance transactions,... | Read More
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.
CloseJames J. Moloney
Partner
Gibson Dunn & Crutcher
He focuses on securities, M&A, friendly and hostile tender offers, proxy contests, going-private transactions, and... | Read More
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.
CloseLawrence G. Wee
Partner
Paul Weiss Rifkind Wharton & Garrison
His practice includes public equity offerings, high-yield and investment-grade debt offerings, convertible debt... | Read More
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.
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