Business Restructuring in COVID-19 Times

Course Duration:
225 minutes (3 episodes of 75 minutes each)

What’s in it for me?

This module will equip you to handle uncertainties and consequent fallouts of COVID-19, including the need for re-visiting holding structures, valuation issues, peculiar issues relating to de-mergers, mergers, acquisitions and divestments w.r.t businesses.

What will the module cover?

The three-part module, led by tax & regulatory affairs expert Ketan Dalal (Managing Partner, Katalyst Advisors), exhaustively deals with the, (i) Introduction to entity restructuring, (ii) preparing for M&As & (iii) pre-agreed M&As & debt restructuring, in the light of several other complex commercial issues.

Succinctly, the module will comprise of three exhaustive episodes [of approximately 75 minutes each], and will cover the following topics using a case study approach:

(a)  Episode I : Introduction to Business Re-structuring : which touches upon protecting enterprise valuations, ring fencing businesses from risks, revisiting holding structures vis-à-vis cost reduction (consolidation of legal entities, simplifying legal structures), business/holding structures vis-à-vis considering introduction of new taxation regime, paradigm shift in dividend taxation, is it worth reviewing the legal entity choice for mid-size businesses – Company vs. LLP, balance-sheet right sizing etc.

(b) Episode II : Preparing for M&A/disinvestments – which encompasses aspects such as valuations in post-COVID 19 times, how legal structures can be rationalized for upcoming M&A, attractive target valuations for buyers with liquidity w.r.t acquisitions, illustrations on how tax effectiveness can improve net-value on disinvestments, internal housekeeping in preparation for deals post-COVID 19 etc.

(c)  Episode III : Pre-Agreed M&A and Debt Restructuring : which throws light on impact on EBITDA/ results, being basis for exercise of Call/ Put Options due in this or next financial year, conditions precedent to Closing and long-stop dates, tighter reps, warranties and indemnities w.r.t share purchase agreements, transactions impacted by Listed Co valuations – dip in the price of stocks, Liquidity vs. acceptable lower valuation?, debt restructuring with lenders outside IBC/ NCLT, tax impacts – debt waivers, unpaid interests, monetization of assets to service debt/ avoid defaults, refinancing high cost debt with low cost debt through ECBs/ NCDs issued to FPIs etc.

Who is this module for?

The series is intended for CFOs, General Counsels, Corporate tax heads, corporate tax professionals engaged in risk advisory, mergers & acquisitions etc.