Overview

Liability management transactions (LMTs) represent the absolute cutting edge of balance sheet optimization. They require deep experience and multidisciplinary capabilities to execute transactions that were historically unachievable without the delay, cost and risk associated with more traditional restructuring processes.

In this evolving market, public companies, private companies and equity sponsors have all turned to Ropes & Gray when facing complex challenges that require creative solutions.

Drawing on their broad-based experience across highly specialized practice areas—including finance, tax, capital markets and restructuring—our seasoned attorneys have a best-in-class track record of designing and executing innovative transaction structures with maximal efficiency. In fact, Ropes & Gray has been uniquely successful in implementing transaction structures without the needless litigation that has characterized alternative approaches to LMTs.

To allow clients to leverage legacy covenant flexibility, reduce capital cost, improve debt maturity and cash flow profiles, and obtain incremental liquidity, our approach incorporates a range of strategies and instruments, including:

Maturity extension transactions
Discount captures
New money capital raises through non-traditional structures
Uptiers and priming loans
Double dips and “pari plus” loan structures
Dutch auction and market transactions

Additionally, we collaborate closely with our tax attorneys to ensure that our transaction structures are both tax-efficient and compliant with all relevant tax laws and regulations.

Experience

Our experience includes representing:

A group of convertible noteholders in connection with an additional funding agreement with Biora Therapeutics in the form of a $16 million multi-draw payment priority notes issuance coupled with amendments to Biora’s existing convertible notes and warrants.
A group of noteholders in connection with the provision of $100 million of new first lien debt financing and the exchange of $420 million of convertible notes into second lien secured convertible notes with Luminar, a global automotive technology company, reducing Luminar’s debt by $148 million and providing it with a maturity extension.
A specialty paper solutions manufacturer in a liability management transaction involving a new capital infusion and adjustments to its loan obligations.
A leading dental services organization in a liability management transaction addressing $1 billion of indebtedness by extending maturities, securing interest rate relief, raising $175 million of new capital and utilizing a first-of-its-kind Dutch auction structure.
AccentCare in an uptier debt exchange that resulted in near-unanimous lender participation, raised $175 million of new money capital and extended the maturity of its existing $1.3 billion of debt by two years.
Trinseo in connection with a $1.1 billion innovative double-dip financing transaction addressing the company’s 2024 senior secured term loans and $385 million of its 2025 unsecured bonds.
Rodan + Fields in an uptier debt exchange that resulted in near-unanimous lender participation and reduced the company’s debt by over $100 million, raised $30 million of new money capital and extended the maturity of its existing loans.
Juice Plus+ in an out-of-court uptier restructuring transaction with unanimous participation of the company’s lenders that reduced the company’s funded debt and preferred equity obligations by over $300 million.
An ad hoc group of Exela Technologies bondholders in connection with an out-of-court exchange involving approximately $1 billion of first lien bond debt and a subsequent exchange of $1.3 billion of first lien bond debt.
Serta Simmons Bedding in its uptier term loan and exchange transaction, which included $200 million of new capital and the exchange of $1 billion in first lien debt and $300 million in second lien debt. The transaction reduced debt held by participating lenders by $400 million.