Master Restructuring Agreement Template for Germany

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Key Requirements PROMPT example:

Master Restructuring Agreement

"I need a Master Restructuring Agreement for a German manufacturing group with €500M debt, involving bank lenders and bondholders, where the main restructuring measures will include debt-to-equity conversion and operational reorganization, to be implemented by March 2025."

Document background
The Master Restructuring Agreement serves as the primary documentation for complex corporate restructurings under German law, typically employed when a company faces financial difficulties requiring coordination among multiple stakeholder groups. It provides a comprehensive framework for implementing financial, operational, and corporate restructuring measures, ensuring compliance with German corporate and insolvency laws, particularly the StaRUG (Stabilization and Restructuring Framework) and InsO (Insolvency Code). The agreement is especially relevant in scenarios involving multiple creditor groups, complex debt structures, or operational reorganization needs. It details the treatment of existing obligations, implementation of new financing arrangements, and coordination of various restructuring measures while protecting stakeholder rights under German law. The Master Restructuring Agreement becomes particularly important in cross-border scenarios where German law interfaces with international restructuring practices.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the debtor company, creditors, shareholders, and other key stakeholders

2. Background: Context of the restructuring, including current financial situation, reason for restructuring, and overview of existing obligations

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Restructuring Measures: Detailed description of all restructuring measures to be implemented, including financial, operational, and corporate measures

5. Implementation Steps: Chronological order of implementation steps, including timing and interdependencies

6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

7. Creditor Claims: Treatment of existing creditor claims, including any modifications, deferrals, or waivers

8. Financial Provisions: New financing arrangements, payment terms, and financial covenants

9. Corporate Measures: Required corporate actions, including capital measures and corporate restructuring steps

10. Representations and Warranties: Standard and restructuring-specific representations and warranties by all parties

11. Covenants: Ongoing obligations of the parties during the restructuring process

12. Term and Termination: Duration of the agreement and circumstances allowing for termination

13. Governance: Decision-making processes and control rights during implementation

14. Information Rights: Reporting obligations and information sharing requirements

15. General Provisions: Standard legal provisions including notices, assignments, amendments, and governing law

Optional Sections

1. Employee Matters: Required when restructuring involves significant workforce changes or transfer of employees

2. Tax Provisions: Detailed tax arrangements when restructuring has significant tax implications

3. Real Estate: Specific provisions for real estate transfers or lease modifications when relevant

4. Intellectual Property: IP-related provisions when restructuring involves transfer or licensing of IP rights

5. Regulatory Approvals: Additional provisions when restructuring requires specific regulatory clearances

6. Interim Operations: Rules for business operations during restructuring when implementation period is lengthy

7. Shareholder Matters: Specific provisions when restructuring involves significant changes to shareholder rights or structure

8. Bond Restructuring: Specific provisions for restructuring of bond obligations when applicable

9. Intercreditor Provisions: Required when multiple classes of creditors are involved with different rankings

Suggested Schedules

1. Schedule 1 - Existing Indebtedness: Detailed list of all existing financial obligations and their current status

2. Schedule 2 - Restructuring Steps Plan: Detailed timeline and description of each implementation step

3. Schedule 3 - Corporate Structure: Pre- and post-restructuring corporate structure charts

4. Schedule 4 - Required Consents: List of all required third-party and regulatory consents

5. Schedule 5 - Security Documentation: Forms of new security documents or amendments to existing security

6. Schedule 6 - Form of Accession Deed: Template for additional parties to accede to the agreement

7. Schedule 7 - Financial Covenants: Detailed financial covenants and calculation methodologies

8. Schedule 8 - Required Corporate Resolutions: Forms of corporate resolutions required for implementation

9. Appendix A - Implementation Documents: Forms of key implementation documents and notices

10. Appendix B - Reporting Templates: Templates for required financial and progress reporting

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Automotive

Real Estate

Retail

Energy

Infrastructure

Transportation

Healthcare

Technology

Construction

Hospitality

Financial Services

Telecommunications

Mining

Agriculture

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Operations

Human Resources

Compliance

Tax

Strategy

Investor Relations

Corporate Communications

Management Board

Supervisory Board

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Restructuring Officer

General Counsel

Finance Director

Treasury Manager

Corporate Controller

Head of Legal

Restructuring Manager

Insolvency Administrator

Corporate Secretary

Risk Manager

Business Development Director

Operations Director

HR Director

Investment Manager

Debt Restructuring Specialist

Workout Officer

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Fundamental law governing contracts, obligations, and general civil law matters in Germany. Particularly relevant sections include §§ 311 (contractual obligations), 313 (interference with the basis of the transaction), and 320-326 (bilateral contracts)
Corporate Stabilization and Restructuring Act (StaRUG): Law implementing EU Restructuring Directive 2019/1023, providing framework for preventive restructuring measures outside formal insolvency proceedings
German Insolvency Code (Insolvenzordnung - InsO): Regulates formal insolvency proceedings and restructuring in insolvency, including provisions for insolvency plans and self-administration
German Limited Liability Companies Act (GmbHG): Relevant for restructuring measures involving GmbH companies, particularly regarding capital measures and shareholder resolutions
German Stock Corporation Act (Aktiengesetz - AktG): Applicable for restructuring measures involving stock corporations (AG), especially regarding corporate actions and shareholder approval requirements
German Banking Act (Kreditwesengesetz - KWG): Relevant when restructuring involves credit institutions or financial services providers, including regulatory approval requirements
German Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): Governs employee participation rights in restructuring measures, particularly regarding workforce changes
German Transformation Act (Umwandlungsgesetz - UmwG): Regulates corporate transformations like mergers, splits, and changes in legal form as part of restructuring
German Corporate Income Tax Act (Körperschaftsteuergesetz - KStG): Contains provisions on tax implications of restructuring measures, including tax relief for restructuring gains
Bond Act (Schuldverschreibungsgesetz - SchVG): Relevant for restructuring of bond obligations and collective action clauses in bond terms
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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