映射債務(wù)重組的危險外文翻譯

1、畢業(yè)論文外文翻譯原文：Mapping the dangers of debtrestructuringMany banks and compa nies are now en gaged in debt restructuri ngn egotiati ons but are un aware ofthe min efield through which they walk.Many debt restructurings invoIve something as simple as an extension in the repayme nt schedule. The in terest

2、rate could cha nge. Other terms could be relaxed to en able the borrower to repay rather tha n force the borrower into default. The borrower might have to post additional security. Affiliates of the borrower could be required to guara ntee repayme nt.DEBTOR CONCERNSDebtors - especially those whose d

3、ebt is publicly trad ing below face value -need to approach a potential restructuring by first considering whether it will create taxable COD in come.Unfortunately, this inquiry is more complicated than simply comparing the prin cipal amount of the old debt to that of the new. The amount of COD in c

4、ome is measured by compari ng the issue prices of the old and new debt. The issue price of a debt in strume nt is a nu mber that most accurately reflects the in strume nts true value. In determining the consequencesof all exchange, the idea is to compare the true values of both instruments to each o

5、ther, and the issue price of a debt instrument provides a better reflect ion of its value tha n its face or prin cipal amount does. To make a borrowers an alysis eve n more difficult, differe nt rules apply to determ ine the issue prices of the old and new in strume nts.Starting with the old debt, i

6、ts issue price in many casesshould equal its face amount. However, if the debt was issued at a discount, then its issue price is equal to the price at which the debt was issued, in creased by the amount of the disco unt that has accrued to date on the debt. For example, a company may borrow $700 but

7、 promise to repay the lender $1,000 in 10 years when the loan matures. The debt has $300 of original issue discount (OLD). The issue price of that debt is $700. The $300 discount accrues over the life of the loan. The issue price is adjusted over time to in clude such accruals. Thus, on any give n d

8、ate, the issue price of the old debt is $700 plus the disco unt that has accrued up to that date.The issue price of the old debt must be compared to the issue price of the restructured debt to determ ine whether the borrower has COD in come. It does if the issue price of the restructured debt is les

9、s.The issue price of the restructured debt depends on whether either it or the old debt is traded publicly on an established securities market. If either debt is publicly traded, then the issue price of the restructured debt will be its fair market value. This is because that value should be easy to

10、 determ ine by check ing the market listi ngs on the date the debt restructuring is concluded. However, if neither debt instrument is publicly traded, the n the issue price of the restructured debt is its face, or prin cipal, amount. (The face amount is used only if the interest rate charged on the

11、restructured debt is at least equal to the applicable federal rate.)In practice, COD in come is not a problem in debt restructuri ngs where n either of the debt in strume nts is publicly traded, uni ess the len der agrees to write off some of the loa n prin cipal.POSSIBLE RELIEFThe borrower can avoi

12、d some or all of the COD in come in such situati ons if it can show it is in solve nt or by wait ing to restructure the debt un til it has filed for chapter 11 ban kruptcy.An in solve nt debtor for this purpose is a debtor whose liabilities exceed the fair market value of its assets. An in solve nt

13、debtor does n ot have to report COD in come, up to the amount of its in solve ncy. However, there is a tax cost: the debtor is required to reduce certa in tax attributes for every dollar of COD in come that escapes taxati on. Tax attributes are particular types of tax ben efits that the debtor may h

14、ave, such as net operati ng losses, tax credits, and capital losses carried forward from previous years. The debtor must reduce any of these items it has in a certain order until the forgiven COD in come has bee n fully absorbed. A debtor may elect to apply the reduct ion first against its tax basis

15、 in any depreciable property it owns. Although this may seem like an obvious choice to make, a lower tax basis will mea n lower depreciati on deduct ions going forward, as well as greater taxable gain if the assets are sold.LENDER CONCERNSLenders need to be careful that a restructuring does not crea

16、te taxable gain. This could occur if the restructuring increasesthe value of the debt. The analysis is the same as for the borrower. A mismatch between issue prices of the old debt and restructured debt is un likely in practice uni ess at least one of the debt in strume nts is publicly traded. A deb

17、t restructuring might be structured in form as a tax-free recapitalization of the borrower. A lender facing a potential loss might prefer a taxable tran sacti on so that it can claim the loss.Even if a lender gives up more than it gets in return and thus has an economic loss, it may have to report t

18、axable in come from the restructuri ng. If a debt is restructured betwee n in terest dates or in any other situati on where accrued in terest has not yet bee n in cluded by the len der in in come, a porti on of the con sideratio n paid to the len der as part of the restructuri ng will be treated as

19、the in terest on the orig inal debt that has accrued but has not yet bee n paid. Any such amount is taxable as ordinary in come. It will in crease the len ders tax basis in the orig inal debt for purposes of determining its overall gain or loss on the restructuring. (Since the loss may be a capital

20、loss, the len der could be whip-sawed because that capital loss cannot be used to offset the ordinary in come.) A len der may have an argume nt that no porti on of the con sideratio n should be allocable to in terest if the debtor is in a questio nable finan cial position and the collectibility of t

21、he interest is doubtful. This is an especially importa nt point to keep in mind in cases where the restructuri ng is prompted by the debtors curre nt in ability to make payme nts on the old debt.CONVERSION INTO EQUITYOne option for a struggling debtor with little cash today but decent growth prospec

22、ts is to offer its creditors stock in excha nge for their debt in strume nts. Some debtors might prefer this route because it can improve a compa nys bala nce sheet at the same time as it reduces interest expense, without any up-front cash outlay. The tax con seque nces are similar to those of a deb

23、t-for-debt excha nge (or debt modificati on): the debtor might have COD in come and the len der might have a gain or loss.The key question is how to value the stock received in the exchange for the purposesof calculat ing the debtors COD in come and the len ders gain or loss. The debtor is treated a

24、s having satisfied the debt with an amount of money equal to the fair market value of the stock. Therefore, if the stock is worth less than the principal amount of the debt, the n the debtor will have COD in come.The lender does the same calculation to figure out whether it has a gain or loss on the

25、 exchange. It compares the market value of the shares it received to its tax basis in the debt instrument. If it acquired the debt at a discount from the face amount, it could have a gain. The len der will have to report part of the stock value as ordinary in come to the exte nt there was accrued, u

26、n paid in terest on the debt in strume nt that the len der has not yet in cluded in in come at the time of the excha nge.TAX-FREE RECAPITALIZATIONSThe parties to a debt restructuring might try to structure it as a tax-free recapitalization. This only works if the borrower is a corporation. It will n

27、ot spare the debtor from hav ing to report any COD in come, and it may only limit the amount of gain the len der must recog nize as taxable in come.A recapitalizati on can take many forms, but it is gen erally described as a reshuffli ng of a corporatio ns capital structure. Examples in clude an exc

28、ha nge of new debt in strume nts for old on es, or the issua nee of corporate stock in excha nge for the cancellation of an old debt instrument. As long as a transaction is motivated by bus in ess - as opposed to tax avoida nee - concerns, many structures are acceptable. One exception is that a stoc

29、kholder cannot convert its shares into debt and call it a recapitalization (it will be viewed as an outright sale of the shares). Another requireme nt is that the in strume nts being excha nged must either be corporate stock or securities. Although the defi niti on is not precise, securities are gen

30、 erally un derstood to be obligati ons of a corporati on to pay a certa in sum of mon ey. Gen erally, a debt must have a term of at least five years to be con sidered a security, but other terms of the in strume nt are importa nt as well.A debtor reaps no ben efit from structuri ng an excha nge as a

31、 tax-free recapitalizatio n; it can only ben efit the len ders.資料來源：Klumpp, Helena. International Tax Review,2002 P2729.譯文：映射債務(wù)重組的危險許多銀行和公司目前正在開展的債務(wù)重組談判， 但都是通過這些雷區(qū)行走而 并不知情。許多債務(wù)重組涉及一些簡單的作為一個還款計劃的延伸。利率可能會改變。 其他條款可放寬， 以使借款人償還， 而不是用武力的辦法。 借款人可能要追加保 證金。借款人可能被要求以保證還款。債務(wù)人關(guān)注債務(wù)人處理那些債務(wù)低于面值的公開交易， 首先要考慮是否會造成債務(wù)取

32、消 的應(yīng)稅收入的潛在重組。不幸的是，這項調(diào)查比簡單的比較新舊債務(wù)本金金額要復(fù)雜得多。 通過比較 新舊債務(wù)的發(fā)行價格來確認(rèn)債務(wù)重組后的的債務(wù)取消的應(yīng)稅收入金額。 債券的發(fā) 行價格最準(zhǔn)確的反映了債務(wù)工具的真正價值。 在確定所有交易結(jié)果后， 比較兩個 債務(wù)工具的真正價值， 債務(wù)工具的發(fā)行價格比面值更好的反映了價值。 為了使借 款人的分析更加困難，不同的規(guī)則決定了新舊債務(wù)工具的發(fā)行價格。在許多情況下， 發(fā)行價格應(yīng)等于其票面金額。 但是，如果債券是以貼現(xiàn)方式 發(fā)行，那么它的發(fā)行價格等于債務(wù)發(fā)布后的價格， 累計債務(wù)折扣金額增加。 例如， 一家公司借入 700 美元，承諾貸款人 10 年后到期還款 1000

33、美元。該債務(wù)的原始 發(fā)行折價為 300 美元，該債券的發(fā)行價為 700 美元。累計 300 美元以上的優(yōu)惠貸 款期限。發(fā)行價隨著時間的推移調(diào)整， 包括應(yīng)計項目。 因此，在任何給定的日期， 舊債務(wù)的發(fā)行價是 700 美元加上已累積至該日期的折扣。債務(wù)重組前后的價格必須比一下，以確定借款人是否有債務(wù)重組收入。 重組后債權(quán)的發(fā)行價格依賴于證券市場上的公開交易， 如果是任一上市公司 的債務(wù)，那么， 重組后債務(wù)的發(fā)行價格將受到其公平市場價值的影響。 這是因為 它的市場價值很容易被確定。 但是， 如果不是上市公司的債務(wù)， 那么重組后債務(wù) 的發(fā)行價格是其面值或本金金額。在實(shí)踐中， 債務(wù)取消的應(yīng)稅收入并不存在

34、， 不管是不是上市公司的債務(wù)， 除 非貸款人同意核銷部分貸款本金。公開交易的債務(wù)締約方應(yīng)該非常小心重組債務(wù)工具時是低于面值的買賣可能的救濟(jì)債務(wù)人的負(fù)債超過其資產(chǎn)的公允市場價值， 破產(chǎn)債務(wù)人不必報告?zhèn)鶆?wù)重組收 入的入息，直至其破產(chǎn)。然而，有一個稅收成本：債務(wù)人必須減少一定的稅收。 稅務(wù)屬性是特定類型的納稅優(yōu)惠，債務(wù)人可能有這樣的凈經(jīng)營虧損，稅收減免， 資本損失從往年結(jié)轉(zhuǎn)。債務(wù)人必須以一定的順序減少這些項目，直到債務(wù)重組收 入得到充分吸收。債務(wù)人可以選擇計稅基礎(chǔ)減少。雖然這可能看起來是一個明顯 的抉擇，如果資產(chǎn)出售，較低的稅收基礎(chǔ)，將意味著較低的折舊扣除，以及更大 的應(yīng)稅所得。貸款人關(guān)注貸款人必須小心，重組不會產(chǎn)生應(yīng)課稅收益。如果重組后債務(wù)的價值增加這 將可能發(fā)生。該分析同樣適用于借款人。重組