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Debt To Equity Conversion Agreement for the United Kingdom

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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Debt To Equity Conversion Agreement

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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) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions



























Clauses

























Industries

Companies Act 2006: Primary legislation governing company operations including share capital requirements, directors' duties, share allotment rules, pre-emption rights, and Companies House filing requirements

Financial Services and Markets Act 2000: Regulates financial activities, including regulated transaction oversight, financial promotion restrictions, and prospectus requirements

Corporate Insolvency and Governance Act 2020: Addresses insolvency-related matters and directors' duties regarding company solvency during debt conversion

Financial Collateral Arrangements (No.2) Regulations 2003: Governs security arrangements related to debt and financial collateral

Corporation Tax Act 2009: Tax legislation governing corporate tax implications of debt to equity conversion

Income Tax Act 2007: Tax legislation covering income tax implications of debt to equity conversion

Financial Services Act 2012: Covers regulatory compliance requirements and market abuse regulations in financial transactions

Common Law Principles: Fundamental contract law principles, equity considerations, and requirements for consideration in agreements

Company Constitutional Documents: Internal company governance documents including Articles of Association and shareholder agreements that may affect debt conversion

Stamp Duty Regulations: Requirements for stamp duty reserve tax and document stamping in debt to equity conversions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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