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Debenture Subscription Agreement for Australia

Debenture Subscription Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes the terms and conditions under which an investor (subscriber) agrees to lend money to a company through the purchase of debentures. The document details the debt instrument's characteristics, including interest rates, maturity dates, security arrangements, and repayment terms, while ensuring compliance with the Corporations Act 2001 and ASIC regulations. It includes provisions for security interests, events of default, subscriber rights, and transfer restrictions, providing a robust framework for debt financing through debenture issuance.

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What is a Debenture Subscription Agreement?

The Debenture Subscription Agreement is a crucial document used when companies seek to raise debt financing through the issuance of debentures in Australia. It serves as the primary contract between the issuing company and investors who wish to subscribe to these debt securities. This document is essential for companies looking to secure medium to long-term debt financing while offering investors a secured investment opportunity. The agreement must comply with Australian securities legislation, particularly the Corporations Act 2001 and ASIC regulatory requirements, and typically includes detailed terms regarding the security provided, interest payments, maturity dates, and investor protections. It's commonly used by companies requiring significant capital for expansion, acquisitions, or refinancing existing debt, and provides a structured approach to debt financing with clear rights and obligations for all parties involved.

What sections should be included in a Debenture Subscription Agreement?

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the debenture issuance, company's authority to issue, and purpose of the funds

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Debenture Terms: Core terms including principal amount, interest rate, maturity date, and repayment terms

5. Subscription and Issue: Process for subscription, payment, and issuance of debentures

6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Issuer Covenants: Ongoing obligations of the issuer including financial covenants

9. Security: Details of security provided for the debenture

10. Events of Default: Circumstances constituting default and consequences

11. Rights and Obligations of Debenture Holders: Specific rights and duties of subscribers

12. Transferability: Terms governing transfer of debentures

13. Notices: Communication procedures between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments

What sections are optional to include in a Debenture Subscription Agreement?

1. Trustee Provisions: Required if a trustee is appointed to represent debenture holders

2. Conversion Rights: Include if the debentures are convertible to equity

3. Multiple Subscribers: Additional provisions for managing multiple subscribers

4. Priority and Subordination: Required if there are multiple classes of debentures or other debt instruments

5. Meeting Provisions: Procedures for debenture holder meetings, needed for larger issuances

6. Guarantee: Include if the debentures are guaranteed by a third party

What schedules should be included in a Debenture Subscription Agreement?

1. Debenture Certificate Form: Template of the debenture certificate to be issued

2. Subscription Form: Form for subscribers to complete when applying for debentures

3. Security Documents: Details of security arrangements and charged assets

4. Financial Covenants: Detailed financial ratios and requirements

5. Conditions Precedent Documents: List of required documents and conditions

6. Payment Schedule: Schedule of interest payments and principal repayment dates

7. Transfer Form: Template for transferring debenture ownership

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Security Agreement

Sector

Cost

Free to use
Relevant legal definitions





















































Clauses


































Relevant Industries

Financial Services

Real Estate

Infrastructure

Manufacturing

Mining and Resources

Technology

Healthcare

Retail

Energy

Agriculture

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Advisory

Company Secretariat

Investment Banking

Capital Markets

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Lawyer

Legal Counsel

Investment Manager

Company Secretary

Treasury Manager

Financial Controller

Compliance Officer

Risk Manager

Investment Banker

Corporate Advisory Director

Debt Capital Markets Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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