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90 Second Lesson: What is an “Exchange Offer?”


90 Second Lesson


Fred T. emailed, asking, “I own securities of a company and heard on the news that it is contemplating doing an “exchange offer.” What is an exchange offer?


An exchange offer is one way a company can complete an out-of-court restructuring. And, for a distressed company that has public debt it may be the only way to accomplish that. An exchange offer consists of the issuing of new securities and an offer to existing security holders to exchange the currently outstanding securities for new securities. As with any financial restructuring, the primary goals are to reduce corporate leverage, minimize near-term debt service, and extend debt maturities. Where corporate bonds are being exchanged, the new securities typically are comprised of securities with a lower priority, such as equity. Learn more about investing in securities that may become the subject of an exchange offer.


[Editor’s Note:  This 90 Second Lesson is part of our irregular series in which we answer readers’ questions. If you have a question, submit it to [email protected] and we will try to answer it. This lesson is based, in substantial part, in material reprinted from Commercial Bankruptcy Litigation 2d and Strategic Alternatives for and Against Distressed Businesses, with permission of Thomson Reuters.

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The editors and editorial board of DailyDAC include preeminent restructuring and insolvency professionals, journalists, and editors. They are devoted to providing reliable and plain English education and deal intelligence about assignments, corporate bankruptcy, receiverships, out-of-court workouts and similar topics.

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