The Private Placement Engagement Letter serves as the foundational document for establishing a formal relationship between an issuer seeking to raise capital and a placement agent. This document is crucial in U.S. private markets, where it details the scope of services, compensation structure, and regulatory compliance requirements under federal securities laws. The letter typically includes specific provisions regarding the marketing of securities, investor targeting, due diligence processes, and relevant regulatory disclosures. Private Placement Engagement Letters are essential for ensuring clarity and legal compliance in private capital raising activities.
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1. Addressee Information: Formal letter heading with client details, date, and reference
2. Engagement Scope: Detailed description of services to be provided in connection with the private placement, including nature of the offering and role of the placement agent
3. Fee Structure: Comprehensive breakdown of fees, commissions, expenses, and payment terms
4. Term and Termination: Duration of engagement, termination rights, and tail period provisions
5. Confidentiality: Terms regarding handling of confidential information and permitted disclosures
6. Representations and Warranties: Standard representations from both parties regarding authority, compliance with laws, and accuracy of information
7. Indemnification: Mutual indemnification provisions and limitations of liability
8. Governing Law: Choice of law and jurisdiction provisions
1. Due Diligence Process: Detailed outline of due diligence responsibilities and process when placement agent is responsible for conducting due diligence
2. Marketing Strategy: Specific marketing approach and responsibilities when placement agent is handling marketing efforts
3. International Provisions: Additional terms and compliance requirements for cross-border placements involving non-U.S. investors
4. Exclusivity: Terms regarding exclusive rights of the placement agent, if applicable
1. Schedule A - Fee Schedule: Detailed breakdown of all fees, commissions, and compensation structure
2. Schedule B - Form of Indemnification: Standard indemnification provisions and procedures
3. Schedule C - Target Investor Profile: Description of target investor characteristics, accreditation requirements, and jurisdictional restrictions
4. Schedule D - Required Disclosures: Standard regulatory disclosures, disclaimers, and compliance requirements under applicable securities laws
5. Schedule E - Form of Compliance Certificate: Template for certifications required under applicable securities laws and regulations
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