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

• Debt Tenders and Exchanges—A Decision Tree (Last updated, 2015)
• Liability Management Options: Summary Chart (Last updated, 2015)
• Liability Management: Is Now the Time to Rebalance Your Balance Sheet? (Last updated, 2009)
• Section 3(a)(9) Exchange Offers (Last updated, 2009)
• Tender Offer Considerations for Cash Repurchases and Exchange Offers (Last updated, 2009)

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

• PIPE Transactions—Problem. Creativity. Solution.
• Hedging PIPEs—No Need to Call the Plumber, Martha. That's a Derivative Embedded in the PIPE
• Registered Directs—A Public PIPE
• Dribbling It Out—Equity Distribution Programs
• Open IPO—Auction Distribution Methodologies
• Incapital—Bonds Made Simple
• BASICS—What's in a Name
• Passave—The Cash-Only Line
• An Organic Makeover—Protalix
• Call It What You Will—Pre-Marketed or Wall-Crossed: The New Offering of Choice
• Time and Time Again—An Innovative Use of an ATM
• Specially Purposeful—Helping a Special Purpose Acquisition Company Finance
• Lonely at the Top (of the World)—Restructuring and Recapitalizing Icelandic Banks
• Showdown in the American West—Main Street vs. Wall Street
• Monolines—Ambac, FGIC and PMI
• Acquisition Well Planned—The Acquisition of Morgan Keegan
• Bought and Sold——A Bought Deal
• Up, Up and Away—The Up-C IPO
• Driven—Mobileye’s Private Equity Financing
• Good to be Green—First Corporate Issued Green Bond
• Arctic Full Circle—Islandsbanki

Hybrids

• The Elusive D Basket—Hitting the Trifecta
• Hybrids: A Case Study—Saving Tax Dollars Makes CENts
• Hybrids: A Case Study—Hitting it out of the Park: Bank of America Corporation HITS
• Synthetic Equity—It's the Real Thing
• Hybrids in Japan—Softbank Corp.

Derivatives

• Betting on Oneself—Issuer Equity Derivative Transactions
• UBS—Tailor-Made
• Monetizations—Cashing In Without Cashing Out
• Happy Meals—144A Converts
• Deferred Compensation—Immediate Solution
• Derivatives on Steroids (Notionally)—Leveraged Total Return Swaps
• "Intelligent Design"—Evolutionary Changes in Equity Derivatives
• Weakness of Power—Collateralized Hedging Programs for the Energy Market
• Hedging Hedge Funds—Financing Hedge Funds
• Fast Forward—A Forward Sale

Structured Products and Insurance-Linked Products

• Credit Where Credit is Due—Structured Products with Embedded Credit Default Features
• A Matter of "Principal"—Structured Products with Principal Protection
• Who's Got the Power?—Energy Commodity Linked Structures and Energy Transactions
• Jack of All Trades—Master of Structured Products
• The Odd Couple—Structured Products and Life Insurance
• Holy BOLI!—Diversified and Principal-Protected
• Power to the People—MLPs
• Lucrative Knock-off—Covered Bonds in the U.S.
• Northern Lights—Canadian Covered Bond Issuers
• Not Exactly Born in the USA—U.S. Registered Covered Bonds
• Catastrophe Bonds and Side Cars—Whose Risk is it Anyway?
• Life Settlements and Premium Finance
• Life Insurance Securitizations and Structured Products—Where Morality Risk Meets the Capital Markets
• Mind the Gap—The Equity Gap
• The Dividend Link—Dividend Returns in a Structured Note
• Researching an Answer—Research-Based Structured Notes