Law and Practice of Liability Management Debt Tender Offers, Exchange Offers, Bond Buybacks and Consent Solicitations in International Capital Markets

Tender offers, exchange offers and consent solicitations in connection with debt securities are important instruments of corporate restructurings, corporate rescues, recapitalisations and other types of liability management of public and private companies. Although tender offers for shares, stocks and other equity securities are covered by a vast literature on public mergers, takeovers and acquisitions, the literature on liability management transactions for debt securities is scarce. Law and Practice of Liability Management rectifies this by providing a systematic treatise of the law relating to this significant aspect of the global capital market. It guides students and professionals through the complex legal and regulatory requirements applicable to these transactions, the increasing regulatory interest by the world's leading financial regulatory authorities, and recent innovations in the structuring, legal techniques and execution of the relevant transactions in international capital markets.

1. Liability management for issuers of debt securities: summary of options and legal framework; 2. The definition of 'tender offer' within the meaning of the US tender offer rules; 3. Debt tender offers and Regulation 14e under the Securities Exchange Act; 4. Debt tender offers and capital markets regulation in the European Union and the United Kingdom; 5. Exchange offers for debt securities; 6. Debt repurchases in the open market and privately negotiated transactions; 7. Anti-fraud protection in debt tender offers: Section 14(e) of the Securities Exchange Act, case law and market practice; 8. The law and practice of consent solicitations.

Apostolos Gkoutzinis is a partner in the capital markets group of the London office of Shearman and Sterling, with a focus on US federal securities laws, high yield debt offerings and international capital markets transactions in general. He is recognised as one of the leading lawyers in the European debt capital markets in general and high yield market in particular, and has represented issuers, sponsors and underwriters in a wide variety of corporate and leveraged buy-out high yield bond offerings, investment grade debt offerings, equity offerings and other transactions. He has also played a central role in several liability management transactions involving investment grade and high yield debt securities.