The Loan Note Subscription Agreement is a key financing document used when a company seeks to raise debt financing through the issuance of loan notes. This document type is particularly relevant in the South African market where companies look for alternatives to traditional bank financing or wish to structure their debt in a way that can accommodate multiple lenders or specific commercial requirements. The agreement details the entire relationship between the issuer and subscriber(s), including the amount of financing, interest rates, repayment terms, security (if any), and various protections for both parties. It must be drafted in compliance with South African law, particularly considering the Companies Act No. 71 of 2008, Financial Markets Act No. 19 of 2012, and other relevant financial services legislation. The document is typically used for medium to long-term financing arrangements and can be structured to accommodate both single and multiple subscribers, with varying levels of complexity depending on the transaction requirements.
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1. Parties: Identification of the Issuer/Borrower and the Subscriber(s)/Lender(s)
2. Background: Context of the loan note issuance, including purpose and commercial background
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription: Terms of subscription, including amount, price, and mechanics of subscription
5. Issue of Notes: Process and conditions for issuing the loan notes
6. Interest: Interest rate, calculation method, payment dates and mechanics
7. Repayment and Redemption: Terms for repayment of principal, early redemption rights and processes
8. Representations and Warranties: Standard representations and warranties from both issuer and subscriber
9. Covenants: Ongoing obligations of the issuer including financial covenants and information requirements
10. Events of Default: Circumstances constituting default and consequences thereof
11. Transferability: Conditions and restrictions on transfer of the notes
12. Notices: Process for giving notices between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security: Include when the notes are secured by any assets or guarantees
2. Conversion Rights: Include for convertible loan notes with right to convert to equity
3. Subordination: Include when the notes are subordinated to other debt
4. Tax Gross-Up: Include for cross-border transactions or where tax implications need specific treatment
5. Register of Noteholders: Include when multiple noteholders are contemplated
6. Noteholder Meetings: Include when there are multiple noteholders and collective decision-making is required
7. Agent Provisions: Include when there is a facility agent or security agent
8. Multiple Drawdowns: Include when the subscription amount can be drawn in tranches
1. Form of Note Certificate: Template for the physical note certificate if applicable
2. Conditions Precedent: List of documents and conditions required before subscription
3. Form of Transfer Certificate: Template for documenting transfers of notes
4. Financial Covenants: Detailed financial covenants and calculations
5. Repayment Schedule: Detailed schedule of repayment dates and amounts
6. Security Documents: List and/or copies of security documents if applicable
7. Subscription Request Form: Template for requesting subscription/drawdown of notes
8. Notice Details: Detailed contact information for notices
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Private Equity
Real Estate
Infrastructure
Mining
Manufacturing
Technology
Telecommunications
Energy
Healthcare
Retail
Agriculture
Relevant Teams
Legal
Finance
Treasury
Corporate Finance
Compliance
Risk Management
Company Secretariat
Credit
Investment Banking
Capital Markets
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Investment Manager
Fund Manager
Debt Capital Markets Manager
Company Secretary
Financial Controller
Credit Risk Manager
Investment Banker
Corporate Finance Manager
Compliance Officer
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