Publications
SEC Issues Exemptive Order Expanding Availability of Five-Business Day Tender Offer Relief for Non-Convertible Debt Securities (Mayer Brown)
SEC Issues Exemptive Relief Permitting 10 Business Day Tender Offers for Equity Securities (Mayer Brown)
Structuring Liability Management Transactions (IFLR)
In this publication, we 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.
Top 10 Practice Tips: Liability Management Transactions (Lexis Practice Advisor)
This practice note provides 10 practice tips that can help you as counsel to an issuer seeking to engage in a liability management transaction.
Top 10 Practice Tips: Debt Tender Offers (Lexis Practice Advisor)
These 10 practice points are intended to help you in assisting an issuer with proposed debt tender offer for cash.
Reopenings: Issuing Additional Debt Securities of an Outstanding Series (Lexis Practice Advisor)
This practice note discusses reopenings of debt securities issuances. Companies frequently raise capital by issuing additional debt securities of the same series as debt securities outstanding under an existing indenture, often referred to as “reopening the indenture” or “reopening the series.”
During the COVID-19 Pandemic – Key Tax Considerations (Mayer Brown, Law360)
This article focuses on how the workout structure can be influenced by the federal income tax considerations for the parties.
Modification of Intra-Group Debt Instruments (Mayer Brown)
This Legal Update discusses what constitutes a “modification” and the determination of when a modification is “significant”, when related parties modify the terms of debt instruments existing between them.
Presentations
Recent Presentations
Working on Sovereign Capital Markets Transactions
February 12, 2026 | Recording | Materials
Liability Management: Key Considerations for Issuers and Recent Market Trends
June 12, 2025 | Materials available upon request
Capital Markets Know-How Series: Liability Management in the EU – An Overview
May 21, 2024 | Materials available upon request
Liability Management
April 11, 2024 | Materials
Liability Management Series – Part 2: Tax Issues, LIBOR Phase-Out and the CMS Rate Problem
March 1, 2023 | Recording | Materials
Liability Management Series – Part 1: Overview of Liability Management Transactions
February 28, 2023 | Recording | Materials
Liability Management Transactions (produced by PLI)
May 11, 2022 | Materials
During this webinar, panelists address redemptions, open market repurchases, debt tender offers, no-action letter relief, exchange offers, consent solicitations, and more.
Liability Management
June 18, 2021 | Recording | Materials
Mayer Brown and RBC Capital Markets cover disclosure issues and handling material non-public information; structuring repurchases to avoid the application of the tender offer rules; repurchasing debt trading at a discount; handling busted convertible notes; tender offer rules; no-action letter relief for non-convertible debt securities; consent solicitations; and tax considerations.
Liability Management – The Tax Angle
May 6, 2020 | Recording | Materials
During this webinar, presenters cover the tax implications on issuers and investors resulting from various liability management transactions.
Liability Management
March 30, 2020 | Recording | Materials
During this presentation, we address disclosure issues and handling material non-public information; structuring repurchases to avoid the application of the tender offer rules; repurchasing debt trading at a discount; handling busted convertible notes; no-action letter relief for non-convertible debt securities; consent solicitations; and tax considerations.
Liability Management Transactions: Debt Repurchases & Exchanges (produced by Intelligize)
August 2019 | Recording | Materials
Charts and Additional Resources
Comparing the 2026 Exemptive Order with the 2015 No-Action Letter
This table compares key aspects of the relief granted in the 2026 Exemptive Order with those previously granted in the 2015 No-Action Letter. In addition, access a strategic redline of the main qualifying conditions in the 2026 Exemptive Order against those in the 2015 No-Action Letter here.
Managing Your Balance Sheet
Choosing the right liability management alternative to restructure or retire outstanding debt securities or to manage risk and reduce funding costs may depend on a number of factors. In this chart, we summarize the principal considerations for issuers.
Abbreviated Tender or Exchange Offers
Guidance from the staff of the Securities and Exchange Commission issued in 2015 sets out circumstances under which certain issuers may conduct a tender offer for non-convertible debt securities on an expedited basis. We set forth above an illustrated summary of the factors to consider in determining whether the abbreviated tender or exchange offer approach is available.
Stock Repurchase Alternatives for Issuers
This chart compares and contrasts, in summary form, the characteristics associated with alternative issuer stock repurchase approaches.