Structuring a transaction that addresses an issuer’s capital structure, including its debt obligations, financial and other covenant limitations, and debt maturity profile, involves compromise in some cases. An appropriate liability management transaction that considers the issuer’s objectives and also provides sufficient incentives for existing security holders can be a delicate balancing exercise.

The topic is timely as in the years following the financial crisis, low interest rates lead issuers to take on cheap debt, with some later refinancing through liability management transactions. Debt management exercises are expected to increase in the years to come.

In the International Financial Law Review‘s publication, Structuring Liability Management Transactions, Mayer Brown lawyers provide a summary of the US legal framework, including guidance provided in numerous no-action letters issued over many years, applicable to debt repurchases, tender offers and exchange offers. They also present some of the main regulatory and tax considerations that should be taken into account when determining the best approach.

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