Liability Management

Morrison & Foerster provides concrete and practical solutions to the problems faced by issuers. Our lawyers 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
  • Consent solicitations

We 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 corporate finance, capital markets, bankruptcy and restructuring, and tax lawyers work closely together to structure multi-step transactions.

Lawyers in our Tax Department have substantial experience 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 lawyers have the ability to address and manage the variety of tax and non-tax concerns that 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.

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