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Why? Why?

Why now? Why now?

Options Options

Options explained Options explained

Options explained (cont’d) Options explained (cont’d)

Choosing among these options Choosing among these options

Factors to consider in choosing Factors to consider in choosing

Factors to consider in choosing (cont’d) Factors to consider in choosing (cont’d)

Factors to consider in choosing (cont’d) Factors to consider in choosing (cont’d)

Thinking ahead Thinking ahead

Redemptions Redemptions

Redemptions (cont’d) Redemptions (cont’d)

Redemptions (cont’d) Redemptions (cont’d)

Other considerations Other considerations

Repurchases Repurchases

Benefits of a repurchase Benefits of a repurchase

Avoiding the tender offer rules Avoiding the tender offer rules

Avoiding the tender offer rules (cont’d) Avoiding the tender offer rules (cont’d)

“Equity” for tender offer purposes “Equity” for tender offer purposes

Other considerations Other considerations

Other considerations (cont’d) Other considerations (cont’d)

Tenders for straight debt securities Tenders for straight debt securities

Participation Participation

How is a tender priced? How is a tender priced?

Tenders for investment grade debt Tenders for investment grade debt

Pricing – fixed spread Pricing – fixed spread

Pricing – real-time fixed-spread Pricing – real-time fixed-spread

Other considerations Other considerations

Tenders for convertible debt Tenders for convertible debt

Tenders for convertible debt (cont’d) Tenders for convertible debt (cont’d)

Exchange offers Exchange offers

Private exchange offers Private exchange offers

Private exchange offers - process Private exchange offers - process

Section 3(a)(9) exchange offers Section 3(a)(9) exchange offers

Section 3(a)(9) exchange offers (cont’d) Section 3(a)(9) exchange offers (cont’d)

Section 3(a)(9) exchange offers (cont’d) Section 3(a)(9) exchange offers (cont’d)

Section 3(a)(9) exchange offers (cont’d) Section 3(a)(9) exchange offers (cont’d)

Role of financial adviser Role of financial adviser

Registered exchange offers Registered exchange offers

Considerations for exchange offers Considerations for exchange offers

Challenges to consider Challenges to consider

Consent solicitations Consent solicitations

Consent solicitations (cont’d) Consent solicitations (cont’d)

Consent solicitations Consent solicitations

Debt/equity swaps Debt/equity swaps

Debt/equity swaps (cont’d) Debt/equity swaps (cont’d)

Equity for equity exchanges Equity for equity exchanges

Tax considerations for issuers Tax considerations for issuers

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for issuers (cont’d) Tax considerations for issuers (cont’d)

Tax considerations for holders Tax considerations for holders

Tax considerations for holders (cont’d) Tax considerations for holders (cont’d)

Tax considerations for holders (cont’d) Tax considerations for holders (cont’d)

Legal challenges Legal challenges

Legal challenges (cont’d) Legal challenges (cont’d)

Financial advisers role Financial advisers role

Financial advisers role (cont’d) Financial advisers role (cont’d)

Financial advisers role (cont’d) Financial advisers role (cont’d)