What’s the Deal? The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the...more
The mortgage bond indenture (herein called a “Mortgage”) under which many electric and gas utility companies in the United States issue debt securities (herein generically called “bonds”) may be one of the most unloved...more
On March 15, 2022, President Joe Biden signed into law the Consolidated Appropriations Act, 2022, which includes the Adjustable Interest Rate (LIBOR) Act (the “Act”). The newly passed law facilitates the transition away from...more
On Wednesday, December 8, 2021, the U.S. House of Representatives passed the Adjustable Interest Rate (LIBOR) Act of 2021, which facilitates the transition away from the London Interbank Offered Rate (LIBOR). For U.S. dollar...more
Snidely Whiplash kidnaps Nell and, in the show’s opening, ties her to the railroad tracks to get even with his nemesis, Dudley Do-Right, of the famed Royal Canadian Mounted Police. Menacing music plays. In each episode,...more
On July 22, 2021, Representative Brad Sherman introduced H.R. 4616, the “Adjustable Interest Rate (LIBOR) Act of 2021” (the “Bill”) into the U.S. House of Representatives. The Act is before the House’s Committee on Financial...more
The transition from LIBOR represents a potential change in the interest rate on a bond. Background On April 6, 2021, New York Governor Cuomo signed into law legislation aimed to provide legal certainty and curb litigation...more
On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming...more
On April 6, 2021, New York Governor Andrew Cuomo signed into law Senate Bill S297B/Assembly Bill 164B (the “New York Legislation”), which paves the way for a smoother transition from US Dollar LIBOR and, in particular,...more
On March 24, 2021, New York State’s Senate and Assembly approved LIBOR transition legislation. New York Governor Andrew Cuomo’s consent awaits and is expected as the governor indicated his support earlier this year...more
The euphemistically-named Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”), that became law on September 3, 1982, required that tax-exempt obligations be in registered form (as well as denying certain tax benefits...more
The New York Court of Appeals recently handed down an important opinion on out of court restructurings involving bond debt. In CNH Diversified Opportunities Master Account, L.P., v. Cleveland Unlimited, Inc., the Court of...more
The New York Court of Appeals’ recent 4-3 opinion in CNH Diversified Opportunities Master Account, L.P. v. Cleveland Unlimited, Inc., 2020 WL 6163305 (NY Oct. 22, 2020), could provide minority noteholders with additional...more
In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration...more
On June 25, 2020, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, and the Commodity...more
On May 24, 2019, Vice Chancellor Laster of the Delaware Court of Chancery issued a memorandum opinion addressing the effects of an indenture provision allowing for the amendment of the indenture to conform it to the terms of...more
In AG Oncon, LLC et al v. Ligand Pharmaceuticals Inc., the Delaware Court of Chancery upheld an issuer’s right to conform an Indenture to the related description of notes contained in the offering memorandum used to privately...more
The United States has the deepest, most liquid capital markets in the world, attracting issuers from across the globe. To sell to US investors, these issuers must comply with US securities laws, entailing a more rigorous...more
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware handed down an important ruling last week that turned aside most of an unusual challenge to the fees and expenses of an indenture trustee in the...more
This month’s issue of Debt Dialogue addresses the Second Circuit’s recent Marblegate decision, the controversy generated by last year’s Cash American decision, and payment of indenture trustee fees in bankruptcy, as well as...more
While out-of-court restructurings can help companies in need, they can negatively impact minority bondholders. Minority bondholders displeased with out-of-court restructurings looked to a 2015 decision interpreting the Trust...more
The U.S. Court of Appeals for the Second Circuit issued its ruling in Marblegate Asset Management, LLC v. Education Management Corp. that provided much needed clarity to creditors and issuers involved in out-of-court...more
On January 17, 2017, the U.S. Court of Appeals for the Second Circuit issued an opinion in Marblegate Asset Management v. Education Management Corp., 15-2124-cv(L), 15-2141-cv(CON) (2nd Cir. Jan. 17, 2017), overturning a...more
The Journal reported yesterday that more than 6,000 Wells Fargo branches were routinely tipped off to inspections by internal risk monitors, a practice that allowed the bank’s sham-account scandal to go undetected for years....more
The Trust Indenture Act of 1939 (the “TIA”) codifies a select set of requirements and prohibitions intended to protect perceived “sacred rights” of holders of public bond instruments. When the U.S. District Court for the...more