Lynchpin can help you locate your bondholders to assist you in planning your initiative. We then help you to analyze the data to extrapolate as much information as possible from the results received. It is important to know who your bondholders are and where they are located for a number of reasons:
First, you can be sure to comply with relevant securities law.
For example, retail holders in the US are not permitted to participate in an exchange offer involving the issuance of an unregistered security. Further, the laws of Italy prohibit certain offers being made in the jurisdiction.
Second, having the contact information for the relevant custodians ensures we are able to confirm receipt of the offering documents so they get to the people who need to make the decisions.
Finally, many custodians wait until the day of expiration to return their votes. By searching for the bondholders prior to launch, we are able to establish a point of contact, direct them to our transaction website and assist custodians and holders who may have questions about the particular terms of an offer. When custodians submit their forms in adequate time, we are able to review them and help them to cure any defects to ensure their vote is counted.
Lynchpin can act as tender, consent or exchange agent to make sure bondholders receive offering materials and are prepared to vote before the deadline. We assist in the planning stages to make sure your timeline is realistic and workable and that your offering documents are clearly and correctly drafted with respect to the mechanics of participation. We can set up a website if needed to post the offering documents and forms required to vote. This website can be password protected or open to anyone as the working group requires. We can collect any ancillary documentation such as release forms or certifications, as well as account information and wire instructions.
In the recent years, issuers have expressed a desire to maintain more flexibility and control over their newly issued restructured bonds. Lynchpin can act as Fiscal Agent on restructured bonds, directing payments and fulfilling the roles previously served only by large institutional trustees.
Bonds issued pursuant to an English law Deed of Trust require that the bondholders meet to vote on certain proposed amendments to the terms of the bonds. Such meetings must be properly noticed, adjourned and reconvened where necessary, and strictly run in accordance with the terms of the governing documents. Lynchpin can help set up and run such meetings to ensure the integrity of the process and maintain confidentiality in situations where the terms of the initiative have not been made public.
In complex restructurings, advisors must keep bondholders up-to-date on the status of the process. Often, a simple notice through the clearing system is not adequate, and the best alternative is a conference call. Setting up and disseminating the details of the call (or calls if the issue is globally held), ensuring the participants are in fact holders of the debt and not members of the press and keeping control of the call while still answering bondholder questions are all integral to the success of these calls. Lynchpin has the experience to set up and run glitch-free communications.
A Scheme of Arrangement often requires that holders leave the global positions and go into definitive form to count for numeracy purposes. Lynchpin can coordinate the voting certificates, block voting instructions and issuance of definitive notes to be sure the balloting is handled in an efficient manner. We certify the results to the court and oversee the distribution of restructuring consideration and markdown of the existing notes.