Open Market Debt Repurchases – Key Considerations
With the COVID-19 pandemic and the recent dislocations in the energy markets, many entities are experiencing
significant declines in the trading value of their debt securities and bank loans. This memorandum is intended to
provide a summary of key considerations under U.S. law that should be addressed by borrowers, issuers, financial sponsors and other parties contemplating the repurchase of debt securities or loans. The issues are complex and each situation is fact specific, requiring a careful analysis of the underlying debt agreements, relevant securities
laws, tax regulations, bankruptcy implications, corporate governance considerations, covenant compliance and, in certain cases, the agreements that govern the activities of funds established by financial sponsors, as well as
potential litigation risks.