映射債務(wù)重組的危險(xiǎn)外文翻譯

1、精品文檔畢業(yè)論文外文翻譯原文：Mapp ing the dan gers of debt restructuri ngMany banks and companies are now engaged in debt restructuring n egotiati ons but are un aware of the min efield through which they walk.Manydebt restructuringsinvoIve something as simple as an extensionin the repayment schedule. The interes

2、t rate could change. 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

3、debt is publicly trading below face value - need to approach a potentialrestructuring by firstconsideringwhether it will create taxable COD in come.Unfortunately,this inquiry is more complicated than simply comparingthe prin cipal amount of the old debt to that of the n ew. The amount ofCOD in come

4、is measured by compari ng the issue prices of the old and newdebt. The issue price of a debt instrument is a number that most accurately reflects the instrument's true value. In determining the consequences of all exchange, the idea is to compare the true values of both instruments to each other

5、, 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 borrower's analysis even more difficult, different rules apply to determine the issue prices of the old and new instruments.Starting with the old debt, its is

6、sue price in manycases should 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 companymay borrow $700 but promi

7、se to repay the lender $1,000 in 10 years whe n the loa n matures. The debt has $300 of origi nal issue discou nt (OLD). The issue price of that debt is $700. The $300 discou nt accrues over the life of the loa n. The issue price is adjusted over timeto include such accruals. Thus, on any given date

8、, 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 priceof the restructured debt to determine whether the borrower has CODncome. It does if the issue price of the restructured debt is less.The is

9、sue price of the restructured debt depe nds on whether eitherit or the old debt is traded publicly on an established securitiesmarket.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 determ in

10、e by check ing the market list ings on the date the debt restructuringis concluded. However, if neitherdebt instrumentispublicly traded, then the issue price of the restructured debt is its face, or principal, amount. (The face amount is used only if the interest rate charged on the restructured deb

11、t is at least equal to the applicable federal rate.)In practice,CODncome is not a problem in debt restructurings wheren either of the debt in strume nts is publicly traded, uni ess the len der agrees to write off some of the loan principal.POSSIBLE RELIEFThe borrower can avoid someor all of the CODn

12、come in such situations 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 debtor does not have to repor

13、t COD in come, up to the amount of its in solve ncy. However,there is a tax cost: the debtor is required to reduce certaintaxattributes for every dollar of COD in come that escapes taxati on. Tax attributes are particular types of tax ben efits that the debtor mayhave, such as net operating losses,

14、tax credits, and capital losses carried forward from previous years. The debtor must reduce any of these items it has in a certa in order un til the forgive n COD in come has bee n fully absorbed. A debtor may elect to apply the reduct ion firstaga inst its taxbasis in any depreciable property it ow

15、ns. Although this may seem like an obvious choice to make, a lower tax basis will meanlower depreciation deduct ions going forward, as well as greater taxable gain if the assets are sold.LENDER CONCERNSLen ders n eed to be careful that arestructuri ng does not createtaxable gain. This could occur if

16、 the restructuri ng in creases the value of the debt. The an alysis is the same as for the borrower. A mismatch betwee n 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 debt restructuringmight be structu

17、red in form as a tax-freerecapitalization 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 hasan econo mic loss, it may have to report taxable in come from the restructu

18、ring.If a debt is restructuredbetween interest dates or in anyother 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 restructuring will be treated as the interest on the original debt that h

19、as accrued but has not yet been paid. Any such amount is taxable as ordinary in come. It will in crease the len der's tax basis in the origi nal debt for purposes of determiningits overall gain or loss on the restructuri ng. (Since the loss may be a capital loss, the len der could be whip-sawed

20、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 consideration should be allocable to interest if the debtor is in a questi on able finan cial positi on and the collectibility of the in terest is doubtful. This is an es

21、pecially important point to keep in mind in cases where the restructuri ng is prompted by the debtor's curre nt in ability to make payme nts on the old debt.CONVERSION INTO EQUITYOneoption for a struggling debtor with little cash today but decent growth prospects is to offer its creditors stock

22、in excha nge for their debt in strume nts. Some debtors might prefer this route because it can improve a company's balance sheet at the sametime as it reduces interest expe nse, without any up-fr ont cash outlay.The tax con seque nces aresimilar to those of a debt-for-debt exchange (or debt modi

23、fication):thedebtor might have COD in come and the len der might have a gain or loss.The key questi on is how to value the stock received in the excha ngefor the purposes of calculating the debtor's CODncome and the lender's gain or loss. The debtor is treated as having satisfied the debt wi

24、th an amount of money equal to the fair market value of the stock. Therefore, if the stock is worth less tha n the prin cipal 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 excha nge. It compares the

25、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 lender will have to report part of the stock value as ordinary in come to the exte nt there was accrued, unpaid interest on the debt i

26、nstrument that the lender has not yet in cluded in in come at the time of the excha nge.TAX-FREE RECAPITALIZATIONSThe parties to a debt restructuri ng might try to structure it as a tax-freerecapitalizatio n.This on ly works if the borrower is acorporation. It will not spare the debtor from having t

27、o report any COD in come, and it mayonly limit the amount of gain the len der must recog nize as taxable in come.A recapitalizatio ncan take many forms, but it is gen erally describedas a reshuffling of a corporation's capital structure. Examples include an excha nge of new debt in strume nts fo

28、r old on es, or the issua nee of corporate stock in exchange for the cancellation of an old debt instrument. As long as a tran sacti on is motivated by bus in ess - as opposed to tax avoida nee - concerns, many structures are acceptable. One exceptio n is that a stockholder cannot convert its shares

29、 into debt and call it a recapitalization (it will be viewed as an outright sale of the shares).Ano ther requireme nt is that the in strume nts being excha nged must either be corporate stock or securities. Although the definition is not precise, securities are gen erally un derstood to be obligati

30、ons of a corporatio n 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 tax-free recapitalizatio n; it can

31、 only ben efit the len ders.資料來(lái)源：Klumpp, Helena. International Tax Review,2002 : P2729.5歡迎下載精品文檔譯文：映射債務(wù)重組的危險(xiǎn) 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(jiǎn)單的作為一個(gè)還款計(jì)劃的延伸。利率可能會(huì)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(huì)造成債務(wù)取消 的應(yīng)稅收入的潛在重組。不幸的是，這項(xiàng)調(diào)查比

32、簡(jiǎn)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(jià)格來(lái)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(jià)格最準(zhǔn)確的反映了債務(wù)工具的真正價(jià)值。 在確定所有交易結(jié)果后， 比較兩個(gè) 債務(wù)工具的真正價(jià)值， 債務(wù)工具的發(fā)行價(jià)格比面值更好的反映了價(jià)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(jià)格。在許多情況下， 發(fā)行價(jià)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(jià)格等于債務(wù)發(fā)布后的價(jià)格， 累計(jì)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 美元。該債務(wù)的原始 發(fā)行折價(jià)為 300 美元

33、，該債券的發(fā)行價(jià)為 700 美元。累計(jì) 300 美元以上的優(yōu)惠貸 款期限。發(fā)行價(jià)隨著時(shí)間的推移調(diào)整， 包括應(yīng)計(jì)項(xiàng)目。 因此，在任何給定的日期， 舊債務(wù)的發(fā)行價(jià)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(jià)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(jià)格依賴于證券市場(chǎng)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(jià)格將受到其公平市場(chǎng)價(jià)值的影響。 這是因?yàn)?它的市場(chǎng)價(jià)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(jià)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， 不管是不是上市公司的債務(wù)， 除 非貸款人

34、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(shí)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(chǎng)價(jià)值， 破產(chǎn)債務(wù)人不必報(bào)告?zhèn)鶆?wù)重組收 入的入息，直至其破產(chǎn)。然而，有一個(gè)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(yíng)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(xiàng)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(jì)稅基礎(chǔ)減少。 雖然這可能看起來(lái)是一個(gè)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(huì)產(chǎn)生應(yīng)課稅收益。 如果重組后債務(wù)的價(jià)值增加這 將可能發(fā)生。該分析同樣適用于借款人。重組前后發(fā)行價(jià)格不匹配是不可能的， 除非至少有一個(gè)債