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Debt To Equity Conversion Agreement Template for Germany

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Key Requirements PROMPT example:

Debt To Equity Conversion Agreement

"I need a Debt to Equity Conversion Agreement under German law for converting a €2.5M loan into common shares of our GmbH, with the conversion to be completed by March 2025 and the creditor to receive a 15% ownership stake."

Document background
The Debt To Equity Conversion Agreement is a crucial instrument in corporate restructuring and financial reorganization under German law. It is typically employed when a company seeks to improve its balance sheet structure, reduce debt burden, or address financial distress by converting existing debt obligations into equity participation. This document type is particularly relevant in the context of German corporate law, which requires specific formalities and procedures for capital measures. The agreement must comply with various German legislative requirements, including the German Civil Code (BGB), Stock Corporation Act (AktG), and relevant tax regulations. It includes detailed provisions on valuation, conversion mechanics, corporate approvals, and implementation steps, while addressing shareholder rights and regulatory requirements. The document is essential for both private (GmbH) and public (AG) companies undertaking debt restructuring in Germany.
Suggested Sections

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

2. Background: Context of the existing debt and reasons for the conversion, including reference to any corporate resolutions authorizing the conversion

3. Definitions: Key terms used throughout the agreement, including financial, corporate, and technical definitions

4. Existing Debt: Detailed description of the debt to be converted, including amount, interest, maturity, and other key terms

5. Conversion Terms: Specific terms of the conversion, including conversion ratio, valuation methodology, and timing

6. Share Issuance: Details of the new shares to be issued, including class, rights, and nominal value

7. Conditions Precedent: Prerequisites for the conversion, including corporate and regulatory approvals

8. Implementation: Step-by-step process for executing the conversion

9. Representations and Warranties: Standard assurances from both parties regarding authority, ownership, and compliance

10. Tax Matters: Allocation of tax responsibilities and acknowledgments of tax consequences

11. Costs: Allocation of costs related to the conversion

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Creditor Committee Provisions: Required when multiple creditors are involved, establishing coordination mechanisms

2. Restructuring Provisions: Needed when the conversion is part of a larger corporate restructuring

3. Regulatory Compliance: Required for regulated entities or when specific regulatory approvals are needed

4. Employee Matters: Relevant when the conversion affects employee rights or involves employee creditors

5. Security Release: Required when existing debt is secured and security arrangements need to be terminated

6. Interim Management Provisions: Needed when the conversion includes changes to management rights or board composition

7. Future Capital Measures: Optional provisions regarding future equity rounds or capital restructuring

Suggested Schedules

1. Schedule 1 - Existing Debt Details: Detailed breakdown of all debt being converted, including calculations and supporting documents

2. Schedule 2 - Conversion Calculations: Detailed methodology and calculations for the conversion ratio and share allocation

3. Schedule 3 - New Share Terms: Detailed specifications of the new shares, including rights and restrictions

4. Schedule 4 - Corporate Approvals: Copies of board resolutions, shareholder approvals, and other corporate authorizations

5. Schedule 5 - Completion Documents: List and forms of documents required for closing

6. Appendix A - Share Register Updates: Template documents for updating the company's share register

7. Appendix B - Tax Elections: Forms and documents related to tax treatment of the conversion

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

Manufacturing

Technology

Real Estate

Energy

Infrastructure

Healthcare

Retail

Transportation

Industrial Services

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Tax

Compliance

Risk Management

Corporate Secretariat

Investment

Strategic Planning

Relevant Roles

Chief Financial Officer

Chief Executive Officer

Chief Legal Officer

Financial Director

Corporate Restructuring Officer

Treasury Manager

Legal Counsel

Corporate Secretary

Finance Manager

Investment Director

Restructuring Manager

Tax Director

Corporate Development Manager

Compliance Officer

Risk Manager

Industries










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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