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Debt To Equity Conversion Agreement Template for Australia

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Key Requirements PROMPT example:

Debt To Equity Conversion Agreement

"Need a Debt to Equity Conversion Agreement for an Australian tech startup converting a $2M venture debt to Series A preferred shares, with the conversion to complete by March 2025 and including FIRB approval conditions as the creditor is a US-based VC firm."

Document background
A Debt To Equity Conversion Agreement is a crucial document in corporate restructuring and financial management under Australian law. It is typically used when a company seeks to improve its balance sheet by converting debt obligations into equity, often as part of a broader restructuring strategy or to strengthen its capital position. The agreement comprehensively addresses the mechanics of conversion, regulatory compliance (including under the Corporations Act 2001 and ASIC requirements), security releases if applicable, and necessary corporate approvals. This document is particularly relevant in scenarios involving financial distress, strategic debt restructuring, or when creditors see long-term value in taking an equity position. It requires careful consideration of corporate law, tax implications, and securities regulations in the Australian context.
Suggested Sections

1. Parties: Identification of the debtor company and creditor(s)

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

3. Definitions and Interpretation: Key terms used in the agreement and interpretation rules

4. Existing Debt: Details and acknowledgment of the current debt obligation

5. Conversion Terms: Core terms of the conversion including conversion price, timing, and mechanics

6. Conditions Precedent: Conditions that must be satisfied before conversion can occur

7. Implementation of Conversion: Process and steps for implementing the conversion

8. Issue of Shares: Terms regarding the issuance of new shares including class, rights, and ranking

9. Representations and Warranties: Standard warranties from both parties regarding capacity, authority, and accuracy of information

10. Release of Debt: Terms confirming the release and satisfaction of the debt upon conversion

11. Costs and Stamp Duty: Allocation of costs and duties associated with the conversion

12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Security Release: Required if the existing debt is secured - provisions for releasing security interests

2. Regulatory Approvals: Required for listed companies or when regulatory approvals are needed

3. Foreign Investment Conditions: Required when the creditor is a foreign entity requiring FIRB approval

4. Multiple Creditor Provisions: Required when multiple creditors are involved in the conversion

5. Tax Indemnity: Optional provisions dealing with tax implications and indemnities

6. Shareholder Rights: Optional section detailing specific rights attached to the new shares

7. Restructuring Provisions: Required if the conversion is part of a larger corporate restructuring

8. Interim Period Obligations: Optional provisions governing conduct between signing and completion

Suggested Schedules

1. Existing Debt Details: Detailed breakdown of the debt being converted including principal, interest, and other amounts

2. Conversion Calculations: Formula and calculations for determining the number of shares to be issued

3. Form of Share Certificate: Pro forma share certificate or holding statement

4. Timetable: Schedule of key dates and actions for implementing the conversion

5. Security Documents: List of security documents to be released (if applicable)

6. Required Corporate Approvals: Forms of board and shareholder resolutions required

7. New Share Terms: Detailed terms and conditions attaching to the new shares

8. Completion Checklist: List of actions and documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Mining and Resources

Real Estate and Property

Infrastructure

Technology and Startups

Manufacturing

Retail

Healthcare

Agriculture

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Tax

Company Secretariat

Board of Directors

Executive Management

Corporate Advisory

Compliance

Relevant Roles

Chief Financial Officer

Company Secretary

General Counsel

Finance Director

Corporate Lawyer

Financial Controller

Treasury Manager

Restructuring Officer

Investment Banker

Corporate Advisory Partner

Insolvency Practitioner

Tax Director

Company Director

Chief Executive Officer

Legal Counsel

Industries








Teams

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