Master Restructuring Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Restructuring Agreement

"I need a Master Restructuring Agreement to restructure a manufacturing company's debt obligations across multiple jurisdictions, including refinancing £50M of senior debt and reorganizing operations across UK and German subsidiaries, with completion targeted for March 2025."

Document background
The Master Restructuring Agreement is utilized when a company requires significant financial or operational reorganization. It serves as the cornerstone document in complex restructuring scenarios, particularly when multiple creditor classes and stakeholders are involved. This agreement, governed by English and Welsh law, provides a framework for implementing debt restructuring, operational changes, and creditor arrangements. It includes detailed provisions for implementation steps, conditions precedent, creditor rights, and security arrangements, making it essential for both domestic and cross-border restructuring situations.
Suggested Sections

1. 1. Parties: Identification of all parties involved in the restructuring

2. 2. Background: Context of the restructuring and current situation

3. 3. Definitions: Key terms used throughout the agreement

4. 4. Restructuring Steps: Detailed sequence of restructuring actions

5. 5. Conditions Precedent: Prerequisites before restructuring can proceed

6. 6. Implementation: Process and timeline for executing restructuring steps

7. 7. Representations and Warranties: Standard assurances from all parties

8. 8. Governing Law and Jurisdiction: Application of English and Welsh law

Optional Sections

1. Employee Provisions: Required when restructuring affects employment terms or involves workforce changes

2. Pension Arrangements: Details of pension scheme modifications when pension schemes are affected by the restructuring

3. Cross-border Provisions: International aspects of restructuring when multiple jurisdictions are involved

Suggested Schedules

1. Schedule 1: Assets and Liabilities: Detailed list of affected assets and liabilities

2. Schedule 2: Implementation Timetable: Detailed timeline for restructuring steps

3. Schedule 3: Required Consents: List of necessary approvals and consents

4. Schedule 4: Security Documents: Details of security arrangements

5. Appendix A: Corporate Authorizations: Copies of relevant board and shareholder resolutions

6. Appendix B: Due Diligence Reports: Summary of key due diligence findings

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company arrangements, reconstructions, directors' duties, and shareholder rights. Key for corporate restructuring framework.

Insolvency Act 1986: Fundamental legislation covering Company Voluntary Arrangements (CVAs), administration procedures, schemes of arrangement, and creditors' rights and priorities.

Corporate Insolvency and Governance Act 2020: Recent legislation introducing new restructuring procedures, moratorium provisions, and cross-border considerations for corporate restructuring.

Financial Services and Markets Act 2000: Regulatory framework for financial institutions involved in restructuring, including specific regulatory requirements and compliance obligations.

Employment Rights Act 1996: Legislative framework protecting employee rights during corporate restructuring and addressing workforce changes.

Transfer of Undertakings (Protection of Employment) Regulations 2006: TUPE regulations protecting employees' rights during business transfers or service provision changes in restructuring scenarios.

Pension Schemes Act 2021: Legislation governing pension arrangements and protections during corporate restructuring processes.

European Union (Withdrawal) Act 2018: Post-Brexit legislation affecting cross-border restructuring and the application of EU law in UK restructuring scenarios.

Common Law Precedents: Established case law regarding contractual interpretation, equitable principles, and fiduciary duties in restructuring contexts.

International Protocols: Cross-border insolvency regulations, recognition of foreign proceedings, and international conventions affecting restructuring arrangements.

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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