01
Bond & Note Offerings
High-yield and other corporate debt offerings, registered deals and Rule 144A private placements alike, from structuring and engagement through pricing and closing, run partner-first throughout.
Banking & Asset Finance
High-Yield & Debt Securities
Counsel on bond and note financing where the covenant package does the work, with high-yield and other debt securities structured, documented, and disclosed so the terms hold up long after the deal prices.
A high-yield indenture protects its holders with incurrence tests, not maintenance covenants. The issuer may add debt only if a fixed-charge coverage ratio, commonly two to one, is met or a basket is available, and it may pay dividends only from a builder basket that fills with half of cumulative net income. Nothing is tested on a schedule; a covenant binds only when the issuer wants to act, which is also when it is read for the first time.
The economics also sit in the call schedule. Seven-year notes typically cannot be redeemed for three years except at a make-whole, then become callable at par plus half the coupon, and often up to 40 percent may be retired early with equity proceeds. All of it is fixed in the description of notes and copied into the indenture.
Disclosure is a liability document. A Rule 144A offering memorandum gets no SEC review, but the antifraud rules apply to every line. We act for issuers and sponsors, and we have represented clients in matters before the SEC.
What we do
High-yield and debt securities counsel across the life of an offering, from structuring and disclosure through covenants, security, and later liability management.
02
Indentures & Covenant Packages
Drafting and negotiating the indenture and its incurrence-based covenants on debt, liens, restricted payments, and asset sales, so the package gives the holders real protection and the issuer the operating room it bargained for.
03
Security & Intercreditor Terms
Secured-note structures, guarantees, and the intercreditor and subordination arrangements that set priority against a senior facility or second-lien debt, drafted with the enforcement day in view rather than left to the closing checklist.
04
Disclosure & Diligence
Offering memoranda and prospectus disclosure, with the diligence that stands behind them, describing the business, the risks, and the terms of the notes to a standard that holds up long after the deal closes.
05
Liability Management
Tender offers, exchange offers, consent solicitations, and redemptions that reshape outstanding debt, structured around the mechanics of the existing indenture so the issuer reaches its goal without tripping the documents it already has.
06
Cross-Border & Regulatory
Disclosure, security, and tax coordinated across the jurisdictions an offering touches, working with locally admitted counsel where required, and representation in matters before the SEC where a deal reaches a regulator.
What you should know
The realities that shape a high-yield or debt securities deal, in the order issuers and sponsors tend to meet them.
01
An unrestricted subsidiary is outside the fence
An issuer may designate a subsidiary unrestricted, which takes it out of every covenant and guarantee, in exchange for treating the investment as a restricted payment. Several issuers have moved intellectual property into such a subsidiary and borrowed against it ahead of existing holders, so indentures now often bar material IP from making that trip.
02
Secured notes rarely control their own collateral
When notes share collateral with a credit facility, a pari passu intercreditor agreement puts one collateral agent in control of enforcement, usually the bank agent first, with control passing to the largest other class only after a standstill. Noteholders can be bound by a sale or a bankruptcy financing they never voted for.
03
The comfort letter has a 135-day shelf life
Auditors give negative assurance on unaudited numbers only within 135 days of the last period they audited or reviewed, so a deal that slips past that date needs fresh interim financials before it can price. The offering memorandum gets a 10b-5 letter from counsel on both sides, which is why diligence is documented, not done.
04
144A for life is a liquidity trade
Most high-yield deals are now sold under Rule 144A with no promise to register, saving months but leaving the notes restricted. Non-affiliated holders may resell under Rule 144 after six months if the issuer files SEC reports and after a year if it does not, so the reporting covenant is also a liquidity covenant.
05
Most covenants amend by majority; payment terms do not
Holders of a majority in principal amount can waive or amend nearly every covenant, which is what an exit consent exploits: tendering holders vote to strip the protections before they leave. Changes to the coupon, the maturity or the principal need each affected holder, and the Trust Indenture Act backs that in registered deals.
06
The 101 put has grown a trapdoor
A change of control normally lets each holder put the notes at 101, which can make a sale of the company a refinancing event. Many sponsor indentures now add portability: if a ratio test is met at the time of the sale, the put falls away and the debt travels with the business.
The arc of an offering
How this work runs
How a bond gets built, from term sheet to trustee.
- Stage 01
Structure & Covenant Design
The placement in the capital structure is set first, registered or Rule 144A, secured or unsecured, senior or subordinated, and the incurrence covenants, baskets, and carve-outs are designed against the sponsor's model before the first draft of the description of notes circulates.
- Stage 02
Diligence & Disclosure
Business, legal, and financial diligence feed an offering memorandum written to be read adversarially years later, with risk factors, MD&A-style discussion, and a description of notes drafted word for word consistent with the indenture, and with comfort letters and 10b-5 negative assurance lined up behind it.
- Stage 03
Roadshow, Pricing & Closing
The red circulates, investor questions get answered without new unvetted disclosure, and at pricing the coupon, OID, and call schedule lock. Between pricing and closing the indenture, notes, guarantees, security documents, and intercreditor agreement are executed and the notes settle through DTC.
- Stage 04
Life Under the Indenture
Covenant compliance for every debt incurrence, lien, restricted payment, and asset sale, and reporting to the trustee. When the balance sheet needs reshaping, tenders, exchanges, consent solicitations, and redemptions run through the mechanics fixed at issuance.
The coupon is what the market remembers. The covenant package is what the holders own.
20 business days
the minimum period a tender offer must remain open under Exchange Act Rule 14e-1(a); abbreviated five-business-day debt tenders are available only on the conditions set out in SEC staff no-action relief
Frequently asked
Common questions on high-yield and debt securities.
What are high-yield bonds and how do they differ from investment-grade debt?
High-yield bonds are debt securities issued by borrowers whose credit carries more risk than investment-grade issuers, so they pay a higher coupon to compensate. For counsel, the difference lies in the documentation rather than the rate. High-yield indentures carry detailed incurrence-based covenant packages, with limits on debt, liens, restricted payments, and asset sales, that investment-grade bonds rarely need, and those covenants do most of the work of protecting holders.
Do you act for issuers or for underwriters and holders?
We act for issuers and the sponsors behind them, and never for the underwriters on the same offering. The underwriters' counsel drafts the first turn of the description of notes from a precedent that favors the banks' later sales, and the issuer's job is to know which baskets, carve-outs and definitions that precedent has quietly tightened since its last deal. Reading indentures from the holder side, in liability-management and restructuring work, is what tells us where a covenant will actually bind.
What is the relationship between a high-yield bond and the rest of the capital structure?
Usually a revolving credit facility sits ahead of the notes, secured on the company's assets, and the notes are either unsecured or secured on a second lien or on the same lien under an intercreditor agreement. That agreement decides who controls an enforcement, how long the junior class must stand still, often 180 days, and what consents the junior class has given in advance to a sale of collateral or a bankruptcy financing. The indenture's debt and lien covenants then cap how much more can be layered on top, which is why the credit-facilities basket is one of the most negotiated numbers in the deal.
What disclosure is required for a debt securities offering?
A registered offering needs a prospectus that meets the SEC's line-item requirements and goes through staff review. A Rule 144A offering memorandum follows the same outline by market convention but is not filed or reviewed, and its content is policed instead by Rule 10b-5: every statement must be true and nothing material may be left out. The practical requirements are the same either way: audited financials, interim numbers recent enough for the auditors' comfort letter, and risk factors written for the company rather than copied from a peer. The description of notes must also match the indenture word for word.
Can you handle cross-border bond offerings?
Yes. From Chicago, London, and Dubai we coordinate disclosure, security, and tax across the jurisdictions an offering touches, and we work with locally admitted counsel where a deal reaches into a market or listing regime in which admission is required.
What is a liability-management transaction?
Liability management is how an issuer reshapes its existing debt without a full refinancing, through tender offers, exchange offers, consent solicitations to amend covenants, and redemptions. These transactions turn on the precise mechanics of the existing indenture and on careful disclosure, and we structure them so the issuer reaches its balance-sheet goal without tripping the documents that govern the debt it already has.
Related
Adjacent banking and asset-finance practices.
Debt & Leveraged Finance
Senior, unitranche, mezzanine, and second-lien debt for acquisitions and recapitalizations, meaning the credit facilities that sit alongside a bond in the capital structure.
Explore →Financial Services Enforcement & Regulatory
Regulatory and enforcement counsel for banks, lenders, and financial institutions, including representation in matters before the relevant agencies.
Explore →Banking & Asset Finance
The full finance practice, covering acquisition and asset-backed lending, fund finance, and the security, intercreditor, and cross-border mechanics behind the deal.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice