Debt To Equity Conversion Agreement Template for United States

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Key Requirements PROMPT example:

Debt To Equity Conversion Agreement

"Need a Debt to Equity Conversion Agreement to convert our $2M venture debt from Series A into equity shares at a $15M valuation, to be completed before our Series B closing on March 15, 2025."

Document background
The Debt To Equity Conversion Agreement is typically employed when companies seek to improve their balance sheet structure or when creditors prefer to become shareholders rather than maintain their debt position. This document is particularly relevant in the United States where it must comply with SEC regulations, state corporate laws, and federal tax requirements. It includes essential provisions such as conversion ratios, timing, representations and warranties, and often contains anti-dilution protections. The agreement is commonly used in restructuring scenarios, startup financing, and corporate reorganizations.
Suggested Sections

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

2. Background: Details of existing debt and reasons for conversion

3. Definitions: Key terms used throughout the agreement

4. Debt Acknowledgment: Recognition of existing debt amount and terms

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

6. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority

7. Closing Conditions: Requirements to be met before conversion can be completed

Optional Sections

1. Anti-dilution Provisions: Protection mechanisms against future dilution of converted shares

2. Registration Rights: Rights and procedures for registering converted shares with securities authorities

3. Tag-Along Rights: Rights of converting creditor to participate in future share sales

Suggested Schedules

1. Schedule of Existing Debt: Detailed breakdown of all debt being converted including principal, interest, and other charges

2. Share Calculation Schedule: Detailed methodology and calculations for determining number of shares to be issued

3. Corporate Resolutions: Copies of board and/or shareholder resolutions approving the conversion

4. Existing Security Agreements: Copies of security agreements relating to the debt being converted

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

Clauses
Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and establishing anti-fraud provisions for securities transactions

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets

SEC Rule 144: Regulation governing the resale of restricted and control securities, relevant for debt-to-equity conversions

State Corporate Laws: State-specific legislation governing corporate formation, operation, and capital structure changes

Delaware General Corporation Law: Comprehensive body of law governing corporate affairs in Delaware, often used as model legislation

IRC Section 368: Internal Revenue Code section dealing with corporate reorganizations and restructuring tax implications

IRC Section 385: Tax code section providing guidelines for distinguishing between debt and equity instruments

UCC Article 8: Uniform Commercial Code article governing investment securities and their transfer

UCC Article 9: Uniform Commercial Code article governing secured transactions and security interests

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Corporate Constitutional Documents: Company's Articles of Incorporation and Bylaws that may affect debt-to-equity conversion terms

U.S. Bankruptcy Code: Federal laws governing bankruptcy proceedings and debt restructuring, particularly Chapter 11 provisions

State Usury Laws: State-specific regulations limiting interest rates and affecting debt instruments

Stock Exchange Rules: Listing requirements and trading rules imposed by stock exchanges for public companies

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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