Restructurings: Debt/equity swaps
Corporate finance training
Corporate finance training programmes
Schemes of arrangement and reductions of capital: listed companies

Corporate restructurings

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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...unlocking potential

Restructurings

Debt/equity swaps

Debt for equity swaps are a method of enabling a company in financial difficulties to survive. This course covers the documents and process involved.

CPD: 3 hours

Level: intermediate

OBJECTIVES

As a result of attending participants should be able to identify the main issues which arise in practice in structuring and implementing a debt for equity swap and advise on the procedure and documents required.

COURSE OUTLINE

PART 1. Background and structuring the swap

• Cancelling or swapping debt for different classes of shares.
• The circumstances when a scheme of arrangement should be considered.
• Issues which need to be considered.
• Recent examples.

Part 2. Documentation

• Consents for the variation of class rights under the Companies Act 2006.
• Creating new classes of shares, including redeemable, preference and convertible shares.
• Allotment authorities and pre-emption rights.
• Private companies: shareholder resolutions, shareholders’ agreements and articles of association.
• Listed companies: circulars to shareholders and requirements under the Listing Rules and Disclosure and Transparency Rules (and AIM Rules for companies quoted on AIM).
• Prospectus Rules and whether a prospectus will be required.
• Implications under the Takeover Code and documents for a Rule 9 whitewash.