Fred T. asks: “I own securities of a company and heard on the news that [the company] is contemplating doing an ‘exchange offer’. What is an exchange offer?”
In this quick lesson, we will discuss distressed exchange offers.
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.
A distressed exchange offer is a type of debt tender offer that requires documentation and registration like any other issued securities. Unlike a cash tender, however, in which a distressed company decides to purchase its outstanding debt securities at a discount, a distressed exchange offer allows a company without access to cash the ability to “purchase” outstanding debt securities in a different way. The company does so by offering and issuing its shareholders new debt or equity securities—which may be heavily discounted—in exchange for its outstanding debt securities. Where corporate bonds are being exchanged, the new securities typically comprise securities with a lower priority, such as equity.
Incentives or appealing terms on the new securities may also be used to persuade holders to take the offer. “Early taker” premiums, minimum conditions and other methods of making the new securities more attractive are often used.
As with any financial restructuring, the primary goals are to:
In a nutshell, an exchange offer is a liability management tool for distressed companies restructuring their debt.
To learn more about this and related topics, you may want to attend the following webinars: Opportunity Amidst Crisis – Buying Distressed Assets, Claims, and Securities for Fun & Profit and Securities Law Made Simple (Not Really). This is an updated version of an article originally published on August 5, 2019.]
©All Rights Reserved. April, 2021. DailyDACTM, LLC
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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