Overview

Public companies that wish to pursue restructurings of outstanding debt must address a number of legal and business issues prior to launching any restructuring. This is particularly true for restructurings of convertible debt, which can be more complicated to structure and complete than restructurings of nonconvertible debt, in part because convertible debt is treated as an equity security for purposes of the US tender offer rules and the possible need for stockholder approval for issuances of new equity or convertible debt in excess of certain thresholds under stock exchange rules. Issuers engaging in exchange offers and other convertible debt restructurings must pay close attention to various Securities and Exchange Commission rules and regulations, including registration requirements and exemptions, tender offer rules and proxy rules. Planning a restructuring without careful consideration of these rules and recent developments may result in a proposed restructuring that cannot be completed or carries significant risk of delay in launching or completing the restructuring. Bingham McCutchen summarises the fundamental structuring questions that should be addressed. To read more, click View Briefing.