The Debenture Purchase Agreement serves as the primary document for companies seeking to raise capital through the issuance of unsecured debt instruments. This agreement, governed by U.S. securities laws, establishes the relationship between the issuer and purchasers, detailing the terms of the debentures and the rights and obligations of all parties. It's particularly useful for companies that need substantial financing but prefer debt to equity financing, or when secured financing isn't feasible. The agreement must comply with federal securities regulations, including the Securities Act of 1933 and applicable state Blue Sky laws, especially regarding registration requirements or exemptions.
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1. Parties: Identification of the issuer and purchaser(s)
2. Background: Context of the debenture issuance and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Terms of the debenture purchase, including price and quantity
5. Terms of Debentures: Interest rate, maturity, redemption rights, and other key terms
6. Representations and Warranties: Statements of fact by both parties
7. Covenants: Ongoing obligations of the issuer
8. Events of Default: Circumstances constituting default and remedies
9. Closing Conditions: Conditions precedent to purchase
1. Registration Rights: Rights to register securities for public trading (when purchasers require ability to resell securities)
2. Conversion Rights: Terms for converting debentures to equity (for convertible debentures only)
3. Subordination Provisions: Terms of subordination to other debt (for subordinated debentures)
1. Schedule of Purchasers: List of purchasers and their purchase amounts
2. Form of Debenture: Specimen form of the debenture certificate
3. Disclosure Schedule: Exceptions to representations and warranties
4. Corporate Resolutions: Evidence of authority to issue debentures
5. Legal Opinion: Form of legal opinion to be delivered at closing
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