Liability management transactions are complex and have important cost of capital and balance sheet consequences.
Most convertible debt issuers engage in liability management transactions for either dilution management (in-the-money bonds) or to refinance an upcoming maturity. Issuers have two main options for executing these transactions: 1) cash buyback or accelerated net share settlement funded by a new issuance or 2) a direct exchange with investors. In an exchange, the consideration can be stock, a mix of cash and stock, or a new convertible bond.
Issuers must weigh the balance sheet risk management objectives versus future dilution exposure. There are also tactical execution considerations that need to be considered to minimize the frictional costs of these transactions. Some important considerations are concentration of holders, type of holder (hedge fund vs. outright), and the holders’ preferences for cash, stock, or a new convertible.
Matthews South provides comprehensive advice and execution services for liability management transactions. We will help you structure the transaction to optimize your corporate finance objectives while achieving the best possible execution terms.
Our team of experts make these complex, fast moving, and time consuming transactions painless for our clients. We become an extension of your company’s deal team to assist in all aspects of the transaction from start to finish. We also believe we can help issuers achieve better outcomes because, unlike the banks (and some other advisors), we are not conflicted in negotiating with investors to achieve the best bond repurchase and exchange terms for the issuer; additionally, unlike other advisors, we have proprietary software that creates transparency in the investor negotiations. We have developed tools that allow us to mirror the positions investors have and provide our clients with an understanding of their wants and needs, including rapid analysis of investor proposals, all of which are vital in these negotiations.
We provide complete oversight of your execution process, including:
- Transaction structuring to optimize corporate finance objectives
- Cost of capital analysis of the transaction
- Analysis of appropriate cash / equity balance
- Investor Negotiation
- Accounting Analysis and Support
- Tax Analysis
- Documentation Review
- Call Spread Analysis (if applicable)
- Call Spread Unwind Negotiation (if applicable)