The Debt To Equity Conversion Agreement is a crucial instrument in corporate restructuring and debt management under Philippine law. It is typically employed when a company seeks to improve its balance sheet by reducing debt obligations, or when creditors prefer to become shareholders rather than maintain their position as debt holders. The agreement must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant BSP regulations if financial institutions are involved. It's particularly useful in situations of financial restructuring, business rehabilitation, or strategic investment arrangements. The document covers essential elements including debt acknowledgment, conversion terms, share valuation, corporate approvals, and regulatory compliance requirements. Special consideration is given to foreign ownership restrictions if international creditors are involved.
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1. Parties: Identification of the debtor company and the creditor(s) converting their debt to equity
2. Background: Recitals describing the existing debt arrangement and the parties' intention to convert the debt to equity
3. Definitions: Definitions of key terms used throughout the agreement
4. Debt Acknowledgment: Confirmation of the existing debt amount and its validity
5. Conversion Terms: Details of the conversion including the conversion ratio, share price, and number of shares to be issued
6. Implementation of Conversion: Process and mechanics of how the conversion will be executed
7. Representations and Warranties: Statements of fact from both parties regarding their authority, capacity, and the validity of the debt and shares
8. Conditions Precedent: Prerequisites that must be satisfied before the conversion can take place
9. Corporate Approvals: Required board and shareholder approvals for the conversion
10. Completion Mechanics: Step-by-step process for completing the conversion
11. Release and Discharge: Terms of release from the original debt obligation upon conversion
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including notices, amendments, and severability
1. Foreign Ownership Compliance: Required if the creditor is foreign and the company operates in an industry with foreign ownership restrictions
2. Tax Provisions: Specific tax arrangements and responsibilities, particularly relevant if there are tax implications from the conversion
3. Regulatory Compliance: Required if the conversion needs specific regulatory approvals (e.g., from BSP or SEC)
4. Anti-Dilution Protection: Provisions protecting the converting creditor from future dilution of their equity stake
5. Share Transfer Restrictions: Limitations on the transfer of converted shares, if applicable
6. Board Representation: Rights of the converting creditor to board representation, if negotiated
1. Schedule 1 - Debt Details: Detailed breakdown of the debt being converted, including principal, interest, and any other charges
2. Schedule 2 - Share Calculation: Detailed calculation of the number of shares to be issued, including conversion formula and worked examples
3. Schedule 3 - Form of Board Resolution: Template board resolution approving the debt to equity conversion
4. Schedule 4 - Form of Shareholders' Resolution: Template shareholders' resolution approving the conversion, if required
5. Schedule 5 - Completion Checklist: List of documents and actions required for completion
6. Schedule 6 - New Shareholding Structure: Post-conversion shareholding structure of the company
7. Appendix A - Required Corporate Approvals: Copies of all required corporate approvals and resolutions
8. Appendix B - Regulatory Filings: Forms and documents required for regulatory filings related to the conversion
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Corporate Services
Legal Services
Investment Management
Private Equity
Venture Capital
Business Restructuring
Insolvency & Recovery
Manufacturing
Real Estate
Technology
Retail & Consumer
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Corporate Development
Risk Management
Investment
Board of Directors
Corporate Communications
Relevant Roles
Chief Financial Officer
Corporate Lawyer
Financial Director
Investment Manager
Restructuring Advisor
Company Secretary
Corporate Finance Manager
Legal Counsel
Compliance Officer
Treasury Manager
Investment Banker
Private Equity Manager
Insolvency Practitioner
Financial Controller
Board Director
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