Taxation of Debt Instruments: OID and AHYDO Rules, Distressed Debt, Contingent Capital

Navigating Latest IRS Rules and Overcoming Complexities in Structuring Capital Arrangements

Recording of a 90-minute premium CLE/CPE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, July 29, 2014

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will prepare tax counsel to structure complicated debt arrangements. Our experienced panel will provide best practices in handling original issue discount​ (OID), distressed debt and contingent capital.


In recent years, transactions involving debt instruments have increased in volume and complexity. One of the main areas of concern involves OID. Tax counsel must be prepared to knowledgeably handle OID issues in negotiations to protect clients from devastating results.

Regulators continue to focus on contingent capital instruments such as convertible bonds and distressed debt. Specifically, regulatory capital requirements have increased; “bail-in” features, “buffers,” and loss absorption features have been established.

Listen as our experienced panel reviews key developments involving debt instruments within the context of issuers. Our panelists will provide a review of OID rules, including applicable high yield discount obligations (AHYDO), contingent capital, and distressed debt issues.



  1. OID Latest Developments
    1. Discussion of Basic Rules
    2. Issue Price determinations under publicly traded debt rules
    3. AHYDO considerations
  2. Distressed Debt Considerations
    1. Significant Modifications and Deemed Exchanges
    2. Cancellation of indebtedness considerations
  3. Capital Markets Update
    1. Debt-equity considerations
    2. Contingent convertibles and other offerings


The panel will review these and other key questions:

  • What are the key developments involving debt to include convertible bonds and distressed debt?
  • What considerations should be made in the debt vs. equity characterization?
  • What are the latest developments involving OID rules?


Yoram Keinan
Yoram Keinan

Partner and Chair, Tax Department
Carter Ledyard & Milburn

Mr. Keinan has over fifteen years of experience in tax law both in the United States and Israel. He focuses on U.S. and...  |  Read More

Leeds, Mark
Mark H. Leeds

Mayer Brown

Mr. Leeds focuses his practice on the tax consequences of a variety of capital markets products and strategies. He...  |  Read More

William R. Pomierski
William R. Pomierski

McDermott Will & Emery

Mr. Pomierski focuses his practice on the taxation of financial products and capital markets transactions, as well as...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Audio