Clifford Chance

Managing your bond liabilities under US securities law: a guide for non-US issuers

6 February 2025

Approximately $55.3 trillion of fixed income securities are outstanding in the United States, including debt securities offered by non-US sovereign, investment grade and sub-investment grade corporate issuers pursuant to Rule 144A or another exemption from registration under the US Securities Act of 1933, as amended (the Securities Act).

These issuers are expected to continue tapping the debt markets in the United States for funding.  While it is relatively straightforward simply to repay debt with new money, issuers often want to explore options that may achieve the goals of extending their maturity profile and/or reducing costs or interest expense in a more creative way in so-called "liability management" transactions, including, among others:

• tender offers: a "public" offer made by an issuer to repurchase all or a portion of its outstanding bonds from investors for cash; and
• exchange offers: an offer made by an issuer to repurchase its outstanding bonds in exchange for new bonds with different terms.

If US investors are approached in connection with these transactions, the US securities laws come into play. This article provides a brief overview of these US securities laws and explores how transaction structures have evolved over time in response to these laws.

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