News & Analysis as of

Debt

SEC Issues New Material Event Notices Under Proposed Rule 15c2-12 Amendments

by Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC) on March 1, 2017, proposed adding two additional triggers – in new subparagraphs (15) and (16) – for the material events notice requirements under Rule 15c2-12 (the Proposed...more

KL Snapshot #12 – Janvier-Février 2017

Banque & Finance – Hubert de Vauplane - Rapport Terra Nova : Les conflits d'intérêts, nouvelle frontière de la démocratie de février 2017 - Hubert De Vauplane a été auditionné le 20/03/15 dans le cadre de la...more

Explanation of J. Crew “back-door” provision and proposal for how lenders might address this in their documentation.

by King & Spalding on

Recently, J. Crew used a “back-door” provision in its credit facility to transfer approximately $250 million worth of intellectual property (“IP”) to an unrestricted subsidiary with the aim of borrowing against the...more

Budget 2017

by Hogan Lovells on

The 2017 Budget was presented by Minister Pravin Gordhan before Parliament on 22 February 2017. The 2017 tax proposals are projected to raise ZAR28 billion, and increase the tax burden from 26% of GDP in 2016/17 to 26.7%...more

MEasure - Winter 2017

by King & Spalding on

Amendments to Foreign Fund Private Placement Exemptions in the UAE - In August 2016, the Emirates Securities and Commodities Authority (SCA), the federal securities regulator of the United Arab Emirates (UAE), adopted...more

Understanding TLAC - The Federal Reserve’s final bank capital rules have been hailed as the end of too big to fail

by Morrison & Foerster LLP on

The Federal Reserve Board’s final rules regarding total loss absorbing capacity (TLAC) requirements for global systemically important banks (GSibs) in the US will require levels of capital and other loss-absorbing capacity...more

Southern District of New York holds that intercreditor agreement allows for payment of subordinated lender’s post-petition...

by King & Spalding on

On January 27, 2017, the United States District Court for the Southern District of New York ruled that the subordinated creditor was entitled to payment of post-petition interest prior to repayment of the senior lender’s...more

What to Expect under Secretary of Education Betsy DeVos

by Jackson Lewis P.C. on

DeVos has a record of promoting charter schools and school vouchers at the K-12 level, but little is known about her priorities for higher education. Her prepared comments and responses during her Senate confirmation hearing...more

Shareholder Liability For Corporate Income Tax?

by Farrell Fritz, P.C. on

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....more

"Volatility and Uncertainty Continue in the US Capital Markets"

The U.S. capital markets experienced continued volatility throughout much of 2016, as the bond and equity markets were affected by a series of significant events: the November U.S. presidential election; the June Brexit vote;...more

Debt Dialogue: January 2017

This month’s issue of Debt Dialogue address handover of records to a substitute collateral manager (in the Tilton litigation), the EU bail-in rules, the interplay of Section 3(c)(7) of the Investment Company Act and rights of...more

Mining & Metals 2017: A tentative return to form

by White & Case LLP on

With miners staging a recovery on equity markets in 2016 and China concerns easing, growth is back on the agenda. But the recovery is not without its challenges and uncertainties....more

New Temporary and Proposed Regulations Regarding Debt Allocations for Partnerships - 'Oh My' - Tax Update Volume 2017, Issue 1

by Pepper Hamilton LLP on

Although There Are Aspects of the Regulations that Practitioners and Taxpayers Still Disagree With, There Are Others that Are an Improvement on What Was Proposed Earlier. From 2013 through 2014, the IRS and the U.S....more

Burr Alert: New Regulations Repeal Automatic Requirements for Form 1099-C Under No Payment For 36 Months Rule

by Burr & Forman on

Last month, the IRS issued final regulations repealing its rule requiring that a Form 1099-C be filed whenever a financial institution (or certain other limited taxpayers) fails to receive payment on a debt for 36 consecutive...more

Tax Developments in 2016: Federal Tax (Part I) - Sections 355, 382, and 385; and new rules on partnership audits dominate...

by Pepper Hamilton LLP on

Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more

Third Circuit Rules Make-Whole Provisions Enforceable in the Energy Future Bankruptcy

by King & Spalding on

On November 17, the U.S. Court of Appeals for the Third Circuit (the “Court”) made clear its stance on the question of enforceability of make-whole provisions in bankruptcy. Bucking the recent trend seen in cases such as In...more

Third Circuit Rules in Favor of Noteholders on Make-Whole Provision in Debt Indenture

by Cozen O'Connor on

Debt indentures often contain what is known as a “make-whole” provision, which requires the borrower, upon an early repayment of the debt, to make an additional payment to the lender to compensate the lender for its...more

Make college great again: Higher education in the Trump era

by Thompson Coburn LLP on

Much has already been written about President-elect Donald Trump’s unanticipated victory and the GOP retention of Congress last week. But what should the nation’s institutions of higher education — and the students they serve...more

New Related-Party Debt Rules Target Earnings Stripping

by Ropes & Gray LLP on

On October 13, 2016, the Treasury Department and Internal Revenue Service released Final and Temporary regulations under section 385 (the “Regulations”) that broadly impact the tax treatment of certain related-party debt...more

November Surprise? Ninth Circuit Resurrects Post-Default Interest

The additional “default interest” owed when a borrower defaults under a loan agreement is a technical but highly critical part of any lending arrangement. This important “default interest” was the subject of a recent Ninth...more

No Debt Payments for 36 Months No Longer Triggers Debt Cancellation Form 1099-C

by McGuireWoods LLP on

Final regulations remove the requirement that certain financial institutions and governmental agencies issue a Form 1099-C, Cancellation of Debt, when a debtor fails to make a payment for 36 months. Certain financial...more

IRS and Treasury Issue Final Regulations Under §385 Classifying Interests in a Corporation

On October 13, 2016, the IRS and Treasury Department issued much anticipated regulations (the “Final” or “Temporary” Regulations) under Internal Revenue Code section 385. These regulations, which consist of both temporary...more

PIK Toggles Are Back: Uncertainty for AHYDO Savings and Catch-Up - Volume 2016, Issue 4

by Pepper Hamilton LLP on

Issuers and their advisors need to be aware of the potential pitfalls and uncertainties of the applicable high-yield discount obligation rules, which can have the effect of permanently disallowing a portion of interest...more

Stock Acquisitions Checklist

by Alston & Bird on

On October 22, 2016, the Treasury finalized the debt/equity regulations under Section 385 it had proposed in April. The 517-page package can daunt even the most motivated readers. “Expanded groups” (EG) that know they will be...more

Mortgage Industry Seeks Exemption Under TCPA

by Ballard Spahr LLP on

The Federal Communications Commission (FCC) is expected in the near term to decide the fate of an exemption sought by the Mortgage Bankers Association (MBA) over the Telephone Consumer Protection Act's (TCPA) prior express...more

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