Liability Management Transactions

Abstract

An examination of tender offers, exchange offers, exit consents and applicable typical contractual, provisions of US securities laws (including the Securities Exchange Act of 1934, Securities Act of 1933 and the Trust Indenture Act) and English law including under bonds and loans. The chapter includes an outline of a typical tender or exchange offer, consent solicitations and cash repurchases, incentives and disincentives to encourage agreement to the transaction, using schemes and restructuring plans to effect the foregoing, US Securities laws and exceptions to be employed with using a scheme or restructuring plan, exit consents under US and UK law, treatment of voting disenfranchisement, typical amendment and waiver provisions, tensions between funded and unfunded lenders when considering amendments and waivers and other techniques that the majority can use to bind the minority under a credit document. The chapter also analyses how to structure transactions to fall within applicable exceptions under US Securities laws.