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Debenture Purchase Agreement for the United Kingdom

Debenture Purchase Agreement Template for England and Wales

A Debenture Purchase Agreement under English and Welsh law is a legally binding contract that governs the sale and purchase of debentures issued by a company. It sets out the terms and conditions of the debenture issuance, including payment terms, security arrangements (if any), representations and warranties, and events of default. The agreement is subject to English law and typically includes provisions for registration under the Companies Act 2006 and compliance with Financial Conduct Authority regulations where applicable.

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What is a Debenture Purchase Agreement?

The Debenture Purchase Agreement is a crucial document used when a company wishes to raise debt finance through the issuance of debentures. It provides the legal framework for the relationship between the issuer and purchaser(s), detailing the terms of the debt instrument, security provisions, and compliance requirements under English and Welsh law. This agreement is particularly important for companies seeking medium to long-term financing and needs to comply with the Companies Act 2006, Financial Services and Markets Act 2000, and relevant FCA regulations. The document typically includes detailed provisions on payment terms, security arrangements, events of default, and enforcement mechanisms.

What sections should be included in a Debenture Purchase Agreement?

1. Parties: Identification of the issuer and purchaser(s) of the debenture

2. Background: Context of the transaction and purpose of the debenture issuance

3. Definitions: Key terms used throughout the agreement including references to relevant legislation (Companies Act 2006, FSMA 2000, etc.)

4. Subscription Details: Terms of purchase, including price and quantity of debentures

5. Payment Terms: Payment mechanics and timing for the debenture purchase

6. Conditions Precedent: Conditions that must be satisfied before completion of the purchase

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority

8. Covenants: Ongoing obligations of the parties throughout the term of the debenture

9. Events of Default: Circumstances constituting default and consequences thereof

10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

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

1. Security Provisions: Details of any security arrangements when the debenture is secured

2. Conversion Rights: Terms and conditions for converting debentures to shares, applicable for convertible debentures

3. Transfer Restrictions: Limitations and conditions on the transfer of debentures to third parties

4. Tax Provisions: Specific tax-related obligations and arrangements between the parties

What schedules should be included in a Debenture Purchase Agreement?

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

2. Conditions Precedent Documents: List of required documents and conditions to be satisfied before completion

3. Form of Transfer Instrument: Template document for transferring debentures between parties

4. Security Documents: Details of security arrangements and related documentation

5. Payment Schedule: Detailed schedule of interest and principal payments throughout the term

6. Regulatory Compliance Checklist: List of regulatory requirements and compliance obligations under FSMA and FCA regulations

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




































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Industries

Companies Act 2006: Primary legislation governing company charges, debenture registration, and directors' duties. Key sections cover registration requirements for charges and authority to issue debentures.

Financial Services and Markets Act 2000: Regulates transferable securities, financial promotions, and sets regulatory requirements for securities offerings. Essential for determining the regulatory framework of the debenture issue.

Consumer Credit Act 1974: May be applicable depending on the type of debenture being issued and if it involves consumer credit arrangements.

FCA Regulations: Financial Conduct Authority regulations covering regulated investments, prospectus requirements, and financial promotion rules for debenture offerings.

UK Listing Rules: Relevant if the debentures are to be listed on a regulated market, setting out requirements for admission to trading and ongoing obligations.

Insolvency Act 1986: Governs priority of charges and enforcement provisions in case of insolvency, crucial for security arrangements in debentures.

Law of Property Act 1925: Applicable when the debenture includes fixed charges over real property, governing the creation and enforcement of property-related security.

Retained EU Law: Post-Brexit retained European Union law relating to securities regulations and market abuse provisions that remain relevant to UK debenture issuances.

Money Laundering Regulations 2017: Sets out due diligence requirements and compliance obligations for financial transactions, including debenture purchases and transfers.

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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