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Debt Conversion Agreement

Debt Conversion Agreement Template for Singapore

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Key Requirements PROMPT example:

Debt Conversion Agreement

"I need a Debt Conversion Agreement to convert our company's outstanding loan of SGD 2 million into equity shares at SGD 1.50 per share, with completion targeted for March 2025, involving a Singapore-based institutional investor."

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Document background
The Debt Conversion Agreement is commonly used in Singapore when companies seek to improve their balance sheet structure by converting debt obligations into equity. This document type is particularly relevant during corporate restructuring, financial distress scenarios, or strategic capital reorganizations. The agreement must comply with Singapore's Companies Act, Securities and Futures Act, and relevant MAS guidelines. It typically includes detailed provisions about the debt being converted, conversion mechanics, regulatory approvals, and completion requirements. This document is crucial for both creditors seeking to maintain their investment through equity ownership and companies looking to reduce their debt burden while preserving cash flow.
Suggested Sections

1. Parties: Identification of the creditor and debtor, including full legal names and addresses

2. Background/Recitals: Description of existing debt, circumstances leading to conversion, and purpose of agreement

3. Definitions: Key terms used throughout the agreement including 'Conversion Date', 'Conversion Price', 'Debt Amount'

4. Debt Acknowledgment: Formal acknowledgment of the existing debt amount and its validity

5. Conversion Terms: Specific terms of conversion including conversion price, number of shares, and timing

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

7. Completion Mechanics: Process and steps for completing the conversion

8. Representations and Warranties: Standard representations from both parties regarding authority and capacity

9. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction

Optional Sections

1. Security Release: Release of any security held against the original debt (include when the original debt was secured)

2. Tax Provisions: Allocation of tax liabilities and responsibilities (include when tax implications are significant)

3. Regulatory Compliance: Additional compliance requirements (include when specific regulatory approvals are needed)

4. Shareholder Approval: Process for obtaining shareholder approval (include when required by company constitution or law)

Suggested Schedules

1. Schedule 1 - Details of Existing Debt: Detailed breakdown of the debt being converted

2. Schedule 2 - Conversion Calculations: Detailed calculations showing conversion price and resulting shares

3. Schedule 3 - Form of Board Resolutions: Template board resolutions approving the conversion

4. Schedule 4 - Completion Checklist: List of documents and actions required at completion

5. Appendix A - Share Certificate Template: Template for new share certificates to be issued

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including share capital, share issuance, consideration for shares, and shareholder approval requirements for debt conversion

Securities and Futures Act (Cap. 289): Regulates securities offerings, prospectus requirements and exemptions, and restrictions on offers of securities in relation to debt conversion

Banking Act (Cap. 19): Relevant for debt conversions involving banking institutions, including specific banking regulations and restrictions

Stamp Duties Act (Cap. 312): Governs stamp duty implications and documentation requirements for debt conversion transactions

Income Tax Act (Cap. 134): Addresses tax implications, potential tax liabilities and exemptions related to debt conversion arrangements

Singapore Contract Law: Common law principles governing contract formation, consideration, and terms and conditions essential for the agreement

MAS Guidelines: Monetary Authority of Singapore guidelines on debt instruments, corporate finance requirements, and securities market regulations

Corporate Governance Requirements: Requirements for board approval, disclosure obligations, and compliance with corporate constitution in debt conversion transactions

Exchange Control Regulations: Regulations governing international transactions, currency conversion considerations, and cross-border aspects of debt conversion

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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