Summary

This course provides participants with an in-depth analysis of the legal and tax issues related to debt and financial restructuring. More specifically, it describes the legal and tax aspects that have to be taken into account in making the restructuring decisions and it gives a detailed overview of the structures and techniques used in daily practice.

Overview and Learning Objectives

This course is designed to provide participants with an in-depth analysis of the legal and tax issues related to debt and financial restructuring. More specifically, it describes the legal and tax aspects that have to be taken into account in making the restructuring decisions and it gives a detailed overview of the structures and techniques used in daily practice.

The course is articulated into two days. After introducing the tools and opportunities in a restructuring context, Day 1 is dedicated to analyze the causes for distress and strategies for distressed businesses. In addition, Day 1 covers trade receivables securitization and distressed debt trading. Day 2, after analyzing inter-creditor issues, deals with the tax aspects of debt and financial restructuring and provides an overview of restructuring principles and issues for non listed real estate investment funds. During the course several case studies will be discussed to enable participants to gain confidence in applying the skills acquired. The course will be taught by experienced international practitioners specialized in the field of corporate and financial restructuring.

This is an interactive course with a maximum of 30 participants. Prior to the course, participants will be given access to an online platform which provides them with additional pre-reading material and supplementary material (e.g. legal documentation, case law and related articles/literature). During the course, participants will be provided with a course binder containing documents relevant to the course.

Who should attend?

The course represents an ideal instrument for tax specialists in commerce and industry, bank and private equity fund managers, lawyers, tax consultants and professionals in general who wish to gain a complete understanding on debt and financial restructuring.

Course Level and Prerequisites

This is an intermediate level course. Participants should be familiar with the basic legal and tax concepts underlying financial restructuring as provided by the domestic law of at least one country, in particular as it relates to cross-border situations.

Day 1

08.30 - 09.00 Registration

09.00 - 09.20 Welcome and IBFD Overview

09.20 - 10.30 Debt and Financial Restructuring – Tools and Opportunities

• Financing building blocks
Equity family
Debt family
Special instruments
• Tax considerations for investors
• Other considerations for investors

10.30 - 10.50 Break – Refreshments

10.50 - 11.50 Causes for Distress and Strategies for Distressed Businesses

• Identification of causes for distress
• The stakeholders’ perspective in a distressed situation
• Typical strategies for distressed companies
Share sale
Asset sale
Legal merger /demerger
Liquidation

11.50 - 12.45 Debt and Financial Restructuring - A Practical Case

12.45 - 14.00 Lunch

14.00 - 15.00 Distressed Debt Trading

• Overview of transfer methods
• Legal transfer
Novation
Assignment
• Economic transfer
Declaration of trust
Sub-participation
• Case study

15.00 - 15.20 Break – Refreshments

15.20 - 17.00 Inter-creditor Issues

• Types of creditors
• Subordination
• Typical terms
• Case study

Day 2

09.30 - 10.30 Trade Receivables Securitization

• Drivers of trade receivables securitization
• Characteristics of trade receivables
• Key legal and tax principles of trade receivables financing

10.30 - 10.50 Break – Refreshments

10.50 - 12.45 Tax Aspects of Debt and Financial Restructuring

• Overview of tax issues
• Tax consequences of debt restructuring tools
Amendment of terms and/or conditions of existing debt
Waiver of debt/interest
Assignment of debt to another party
Refinancing with new debt
Debt-equity swap
• Tax effects of the sale of the business
• Tax effects of the liquidation of the business
• Tax consequences of re-purchase of bonds/loans
• Tax effects of secondary transactions
• Tax aspects of the securitization of non-performing loans

12.45 - 14.00 Lunch

14.00 - 15.40 Tax Aspects of Debt and Financial Restructuring (continued)

15.40 - 16.00 Break – Refreshments

16.00 - 17.00 Restructuring for European Non-Listed Real Estate Funds

• Forms of restructuring
• Tax consequences of restructuring in relation to (re)financing

Bas de Mik, Of counsel PwC/Researcher VU University, the Netherlands
Marc van Campen, Baker & McKenzie, the Netherlands
Kuif Klein Wassink, Baker & McKenzie, the Netherlands
Fedor Tanke, Baker & McKenzie, the Netherlands
Philippe Steffens, Baker & McKenzie, the Netherlands
Marcello Distaso, Baker & McKenzie, the Netherlands
Joop Kluft, PwC, the Netherlands