The Debt Conversion Agreement is commonly used in Singapore when companies seek to improve their balance sheet structure by converting debt obligations into equity. This document type is particularly relevant during corporate restructuring, financial distress scenarios, or strategic capital reorganizations. The agreement must comply with Singapore's Companies Act, Securities and Futures Act, and relevant MAS guidelines. It typically includes detailed provisions about the debt being converted, conversion mechanics, regulatory approvals, and completion requirements. This document is crucial for both creditors seeking to maintain their investment through equity ownership and companies looking to reduce their debt burden while preserving cash flow.
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1. Parties: Identification of the creditor and debtor, including full legal names and addresses
2. Background/Recitals: Description of existing debt, circumstances leading to conversion, and purpose of agreement
3. Definitions: Key terms used throughout the agreement including 'Conversion Date', 'Conversion Price', 'Debt Amount'
4. Debt Acknowledgment: Formal acknowledgment of the existing debt amount and its validity
5. Conversion Terms: Specific terms of conversion including conversion price, number of shares, and timing
6. Conditions Precedent: Conditions that must be satisfied before conversion can take place
7. Completion Mechanics: Process and steps for completing the conversion
8. Representations and Warranties: Standard representations from both parties regarding authority and capacity
9. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Security Release: Release of any security held against the original debt (include when the original debt was secured)
2. Tax Provisions: Allocation of tax liabilities and responsibilities (include when tax implications are significant)
3. Regulatory Compliance: Additional compliance requirements (include when specific regulatory approvals are needed)
4. Shareholder Approval: Process for obtaining shareholder approval (include when required by company constitution or law)
1. Schedule 1 - Details of Existing Debt: Detailed breakdown of the debt being converted
2. Schedule 2 - Conversion Calculations: Detailed calculations showing conversion price and resulting shares
3. Schedule 3 - Form of Board Resolutions: Template board resolutions approving the conversion
4. Schedule 4 - Completion Checklist: List of documents and actions required at completion
5. Appendix A - Share Certificate Template: Template for new share certificates to be issued
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