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.


Resources

Download Liability Management: an overview (2015).

Corporate & Capital Markets

See Recent Attorney Publications for additional articles.

Client Stories - We're Only as Good as Our Last Deal

Read more about what we've been up to lately (documents in pdf format):

Capital Markets

Hybrids

Derivatives

Structured Products and Insurance-Linked Products

Frequently Asked Questions

To learn about MoFo’s FAQs ebook, click here.

Chambers Asia-Pacific 2017
Asia-Pacific: Capital Markets: Equity
China: Capital Markets: Equity: International Firms
Japan: Banking & Finance: International Firms
Japan: Capital Markets: Domestic
Japan: Capital Markets: International: US Law


Chambers Global 2017
Global-wide: Capital Markets: Equity
Asia-Pacific: Capital Markets: Equity
China: Capital Markets: Equity: International firms
Japan: Capital Markets: Domestic
Japan: Banking & Finance: International Firms
Japan: Capital Markets: International: US Law
United States: Capital Markets: Debt & Equity
United States: Capital Markets: Derivatives


Chambers UK 2017
Debt Capital Markets


Chambers USA 2016
National: Capital Markets: Debt & Equity
National: Capital Markets: Derivatives
National: Capital Markets: REITS
National: Capital Markets: Securitization (Individual Partners Ranked)


Derivatives Week 2013
European Law Firm of the Year


EQDerivatives Awards 2016
Equity Derivatives Law Firm of the Year


Euromoney: The Cover Awards 2012
Editor’s choice for most innovative deal – First SEC-registered Covered Bond (Royal Bank of Canada)


Financial Times: US Innovative Lawyers
Overall winner of the Innovation in Social Responsibility category, 2016
One of four firms ranked “Standout” in the category of New Products and Techniques, 2016
One of four firms ranked “Standout” in the category of Enabling Clients Business, 2015
One of five firms ranked “Standout” in the category of Finance, 2012


GlobalCapital Americas Derivatives Awards 2015, 2016
Americas Law Firm of the Year


GlobalCapital Syndicated Loan, Leveraged Finance and Private Placement Awards 2015
Private Placements Law Firm of the Year


IFLR1000 2017
China: Private Equity – Foreign Firms
Hong Kong: Capital Markets: Equity
Hong Kong: Capital Markets: Debt
Japan: Capital Markets: Equity
Japan: Capital Markets: Equity Foreign Firms
Japan: Capital Markets: Debt
Japan: Capital Markets: Debt Foreign Firms
United States: Capital Markets: Debt
United States: Capital Markets: Equity
United States: Capital Markets: Derivatives
United States: Capital Markets: Structured Finance and Securitisation
United Kingdom: Capital Markets: Debt
United Kingdom: Capital Markets: Derivatives


IFLR Americas Awards
Structured Finance and Securitisation Deal of the Year, 2013
Structured Finance and Securitisation Team of the Year, 2015


Legal 500 Asia-Pacific 2017
Japan: Capital markets: International firms and joint ventures
Hong Kong: Capital markets (debt)
Hong Kong: Capital markets (equity)


Legal 500 UK 2016
Debt Capital Markets
Derivatives and Structured Products


Legal 500 US 2016
National: Capital Markets: Debt Offerings: Advice to Issuers
National: Capital Markets: Debt Offerings: Advice to Managers
National: Capital Markets: Equity Offerings: Advice to Issuers
National: Capital Markets: Equity Offerings: Advice to Managers
National: Capital Markets: Global Offerings: Advice to Financial Institutions
National: Capital Markets: Global Offerings: Advice to Corporates
National: Structured Finance


M&A Advisors Awards 2012
Debt Financing Deal of the Year – First-ever U.S. Registered Covered Bond (Royal Bank of Canada)


mtn-i Americas Awards 2013
Legal Leader


Operational Risk & Regulation Awards 2013
Law Firm of the Year


StructuredRetailProducts.com 2012, 2013, 2014, 2015
Best Law Firm in the Americas


Structured Products magazine 2006, 2007, 2009, 2011, 2012, 2014, 2016
Law Firm of the Year, Americas


Thomson Reuters Accelus Compliance Awards 2012, 2014
One of Five Firms Shortlisted for Best Regulatory Law Firm of the Year


U.S. News – Best Lawyers® Best Law Firms 2017
National: Derivatives and Futures Law (Tier 1)
National: Securities/Capital Markets Law (Tier 1)
National: Securitization/Structured Finance Law 
National: Securities Regulation (Tier 1)
National: Banking and Finance Law (Tier 1)

James R. Tanenbaum
Partner
New York
(212) 468-8163

“...advice that ‘takes into account all the relevant commercial considerations.’”
(Legal 500 USA 2014)


"Morrison & Foerster LLP is always available and responsive to us – no matter the time of day or the day of the week, it is ready to drop everything and do whatever it takes to help."
(Legal 500 US 2013)

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