Additional Options

Liability Management

Morrison & Foerster attorneys represent issuers, dealer-managers, solicitation agents and other parties in connection with a variety of liability management transactions, including:

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

Our attorneys have particular experience advising on, and structuring, debt tender offers, including tenders for investment grade and non-investment grade debt securities, and tenders involving hybrid securities, such as trust preferred securities. A liability management transaction may be an opportunistic or preventive transaction or part of a more complete recapitalization or restructuring. Our capital markets, corporate, bankruptcy + restructuring, and tax attorneys work closely together to structure multi-step transactions.

Attorneys in our Tax Department have substantial expertise in the management of liabilities and the structuring of debt issuances, repurchases and exchanges. We have significant experience with the full panoply of transactions available to issuers restructuring their liabilities, including the use of securities like contingent convertible debt instruments, high-yield zero coupon obligations and other structured products. Our tax attorneys have the ability to address and manage the variety of tax and non-tax concerns an issuer might face, 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.

We are comfortable advising both healthy companies revisiting their balance sheet or pursuing a leveraged acquisition and distressed companies approaching bankruptcy and non-bankruptcy workouts. Our ultimate goal is to provide concrete and practical solutions to the problems faced by issuers.


Download Liability Management: an overview (2015).

Corporate & Capital Markets

See Recent Attorney Publications for additional articles.

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