Issuers are closing transactions that effectively change the character of their notes without soliciting input or consent from noteholders holding a significant portion (albeit a minority) of the issuance, often leaving such holders with illiquid investments whose value has declined, sometimes materially, as a result of the issuer’s financial engineering.  Fortunately, minority noteholders have recourse if they act quickly.  Although each situation and indenture presents different challenges and opportunities requiring a specifically tailored response and litigation strategy, in general, noteholders have various arguments at their disposal.  In a guest article, Andreas P. Andromalos, a partner at Brown Rudnick LLP, and Gabriel N. Carreiro and Patrick G.H. Mott, both associates at Brown Rudnick, detail those arguments, the stakes and the supporting caselaw.