The Private Equity Investment Agreement is a crucial document used when a private equity firm or investor makes a significant equity investment in a target company. It is particularly relevant in the Irish market, where it must comply with both domestic legislation (primarily the Companies Act 2014) and EU regulations. The agreement typically follows a transaction's term sheet or letter of intent and contains detailed provisions covering investment terms, shareholding structures, governance rights, exit mechanisms, and various protections for all parties. This document is essential for any private equity transaction in Ireland, whether involving growth capital, buyouts, or restructuring investments, and forms part of a suite of investment documents that may include a shareholders' agreement and articles of association.
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1. Parties: Identification of all parties to the agreement, including the company, investors, and any guarantors
2. Background: Context of the transaction, including company status and purpose of the investment
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share class, and price per share
5. Completion: Conditions precedent, completion mechanics, and timing
6. Warranties and Representations: Standard warranties from the company and founders
7. Investor Rights: Information rights, board representation, and consent matters
8. Transfer Restrictions: Limitations on share transfers and pre-emption rights
9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
10. Anti-Dilution Protection: Provisions protecting investors from future down rounds
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Covenants: Ongoing obligations of the company and other parties
13. Termination: Circumstances and process for terminating the agreement
14. Notices: Process for serving formal notices under the agreement
15. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction
1. Founder Commitments: Used when founders are giving specific commitments regarding their ongoing involvement
2. Employee Share Option Pool: Include when establishing or modifying an ESOP as part of the investment
3. Strategic Investor Rights: Additional rights for strategic investors, such as commercial arrangements
4. Multiple Closings: Required for investments structured with multiple tranches or closings
5. Exit Strategy: Specific provisions regarding planned exit timeframes and mechanisms
6. Management Provisions: Detailed management structure and requirements, if not covered in shareholders agreement
7. Non-Compete and Non-Solicit: Restrictive covenants for founders and key employees
8. Intellectual Property Assignment: Required when IP transfer is part of the investment conditions
1. Schedule 1 - Company Information: Details of company structure, share capital, and subsidiaries
2. Schedule 2 - Warranties: Comprehensive warranties about the company's business and affairs
3. Schedule 3 - Completion Obligations: Detailed list of completion deliverables and requirements
4. Schedule 4 - Investor Consent Matters: List of decisions requiring investor approval
5. Schedule 5 - Capitalization Table: Pre and post-investment cap table
6. Schedule 6 - Business Plan: Company's business plan and financial projections
7. Schedule 7 - Board Composition: Details of board structure and appointment rights
8. Appendix A - Share Rights: Detailed terms of the investment shares
9. Appendix B - Management Accounts: Latest management accounts and financial statements
10. Appendix C - Key Employee Agreements: Forms of employment agreements for key personnel
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