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Debt To Equity Conversion Agreement Template for England and Wales

A Debt to Equity Conversion Agreement is a legal document governed by English and Welsh law that facilitates the transformation of outstanding debt obligations into equity shares in the debtor company. The agreement details the conversion mechanics, including the debt amount, conversion ratio, share class, and completion requirements. It ensures compliance with Companies Act 2006 and other relevant legislation while protecting both creditor and debtor interests through appropriate warranties and representations.

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What is a Debt To Equity Conversion Agreement?

The Debt To Equity Conversion Agreement Template is a crucial document used in corporate restructuring under English and Welsh law. It's typically employed when a company seeks to improve its balance sheet by reducing debt obligations or when a creditor wishes to take an equity position in the company. The agreement covers essential elements including debt acknowledgment, conversion ratios, share details, and completion mechanics. It must comply with the Companies Act 2006 and consider tax implications, securities regulations, and corporate governance requirements. This document is particularly relevant during financial restructuring, startup funding conversions, or strategic corporate reorganizations.

What sections should be included in a Debt To Equity Conversion Agreement?

1. Parties: Identification of the contracting parties (debtor company, creditor)

2. Background: Context of the existing debt and reason for conversion

3. Definitions: Key terms used throughout the agreement

4. Debt Acknowledgment: Confirmation of existing debt amount and terms

5. Conversion Terms: Details of conversion ratio, share price, and number of shares

6. Completion Mechanics: Process and timing for executing the conversion

7. Representations and Warranties: Standard assurances from both parties

8. Governing Law and Jurisdiction: Specification of applicable law and courts

What sections are optional to include in a Debt To Equity Conversion Agreement?

1. Conditions Precedent: Pre-completion requirements, used when specific conditions must be met before conversion

2. Security Release: Provisions for releasing any security over the debt

3. Tax Provisions: Specific tax treatment and obligations

4. Shareholder Rights: Special rights attached to the new shares

What schedules should be included in a Debt To Equity Conversion Agreement?

1. Schedule 1: Existing Debt Details: Detailed breakdown of the debt being converted

2. Schedule 2: Share Details: Specification of the shares to be issued including class and rights

3. Schedule 3: Completion Requirements: List of documents and actions required at completion

4. Appendix A: Board Resolutions: Pro-forma board resolutions approving the conversion

5. Appendix B: Share Certificates: Pro-forma share certificates to be issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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