We regularly represent issuers, as well as dealer-managers, solicitation agents, information agents and other parties in connection with liability management transactions, including:

  • Repurchases;
  • Exchange offers;
  • Tender offers;
  • Issuer self-tenders; and
  • Consent solicitations.

For many issuers, a liability management transaction may be part of an overall funding and liquidity management strategy. For others, an exchange offer, consent solicitation or tender may be undertaken in connection with a restructuring or recapitalization. For our financial services clients, a liability management transaction may serve to address regulatory capital considerations. In any case, we bring to bear the experience of our capital markets, bankruptcy and restructuring, bank regulatory and tax colleagues. Our tax colleagues are particularly noted for their experience in addressing the concerns faced by issuers in connection with structuring debt issuances, repurchases and exchange offers, including the minimization of cancellation of indebtedness income, the preservation of net operating losses, the conservation of cash and recapitalizations or other reorganizations on a tax-free basis.

For Liability Management issues we bring to bear the experience of our capital markets, bankruptcy and restructuring, bank regulatory and tax lawyers.