The Debenture Subscription Agreement is a crucial document used in Philippine corporate finance when a company seeks to raise capital through the issuance of debentures. This agreement becomes necessary when a company has obtained approval from the Securities and Exchange Commission to issue debentures and needs to formalize the subscription process with potential investors. The document must comply with the Securities Regulation Code, the Revised Corporation Code, and various SEC memorandum circulars governing debt securities in the Philippines. It typically includes detailed terms about the debenture issuance, subscription process, payment mechanisms, interest calculations, redemption provisions, and security arrangements (if any). The agreement is particularly important for ensuring regulatory compliance, protecting both issuer and subscriber interests, and establishing clear procedures for the subscription and eventual redemption of the debentures.
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1. Parties: Identification of the Issuer and the Subscriber(s)
2. Background: Recitals explaining the context of the debenture issuance and the parties' intention to enter into the subscription agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Allotment: Details of the debentures being subscribed to, including number, class, and price
5. Payment Terms: Terms and conditions for payment of the subscription amount
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer and Subscriber
9. Interest and Redemption: Terms regarding interest payments and redemption of the debentures
10. Events of Default: Circumstances constituting default and consequences thereof
11. Transferability: Terms governing the transfer of debentures
12. Notices: Procedure for giving notices under the agreement
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Security: Include when the debentures are secured by specific assets or guarantees
2. Trustee Provisions: Required when a debenture trustee is appointed to represent debenture holders
3. Conversion Rights: Include for convertible debentures with terms of conversion into equity
4. Foreign Investment Provisions: Required when subscribers include foreign investors
5. Tax Provisions: Detailed tax clauses when specific tax arrangements apply
6. Multiple Subscriber Provisions: Include when there are multiple subscribers with specific rights and obligations
7. Force Majeure: Include when specific force majeure provisions are required beyond standard contract provisions
1. Schedule 1 - Debenture Terms: Detailed terms and conditions of the debentures including interest rates, maturity dates, and payment schedules
2. Schedule 2 - Form of Debenture Certificate: Template of the physical or electronic debenture certificate to be issued
3. Schedule 3 - Subscription Form: Form to be completed by subscribers for the debentures
4. Schedule 4 - Payment Schedule: If payment is in installments, detailed schedule of payment dates and amounts
5. Schedule 5 - Security Details: If secured, details of the security or collateral provided
6. Appendix A - Corporate Authorizations: Copies of relevant board resolutions and corporate authorizations
7. Appendix B - Regulatory Approvals: Copies of SEC and other regulatory approvals obtained
8. Appendix C - Financial Statements: Recent financial statements of the Issuer
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate and Property Development
Infrastructure Development
Manufacturing
Energy and Utilities
Telecommunications
Mining and Natural Resources
Construction
Transportation and Logistics
Technology and Software
Relevant Teams
Legal
Finance
Treasury
Compliance
Corporate Secretariat
Risk Management
Investment
Corporate Finance
Regulatory Affairs
Business Development
Relevant Roles
Chief Financial Officer
Corporate Finance Manager
Legal Counsel
Compliance Officer
Investment Manager
Treasury Manager
Corporate Secretary
Finance Director
Investment Banker
Securities Lawyer
Risk Manager
Corporate Treasurer
Financial Controller
Investment Analyst
Regulatory Affairs Manager
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