A. Scope of Publication

This publication:

- summarizes the U.S. federal securities laws, rules and regulations that apply to debt restructurings (see Part II. below);

- describes various types of debt restructurings (see Part III. below); and

- discusses various practical considerations arising in debt restructurings (see Part IV. below).

This publication focuses on the restructuring of “straight” debt securities outside of bankruptcy and, generally, outside the context of an out-of-court restructuring (or when the issuer is otherwise in distress or in the “zone of insolvency”), where more complex issues may arise. Equity and equity-like securities are subject to a significantly different and more complicated regulatory regime than straight debt securities, and accordingly this publication generally does not cover:

- convertible debt securities;

- debt securities exchangeable for equity or equity-like securities; or

- any other equity or equity-like securities