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Standby Equity Distribution Agreement Template for United States

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Key Requirements PROMPT example:

Standby Equity Distribution Agreement

"Need a Standby Equity Distribution Agreement for our NASDAQ-listed biotech company to establish a $50 million equity line facility with Goldman Sachs, with quarterly draw-down rights and a 24-month commitment period starting March 1, 2025."

Document background
The Standby Equity Distribution Agreement (SEDA) emerged as a flexible financing tool for public companies seeking alternative ways to access capital markets. It provides an equity line of credit that can be drawn upon as needed, offering advantages over traditional follow-on offerings. This document type is primarily used when companies need to raise capital incrementally while maintaining control over timing and amount. Under U.S. securities laws, these agreements must carefully address registration requirements, disclosure obligations, and trading restrictions. They typically include detailed mechanics for draw-downs, pricing formulas, and conditions precedent to funding.
Suggested Sections

1. Parties: Identification of the company and the investor(s)

2. Background: Context of the agreement and basic premises

3. Definitions: Key terms used throughout the agreement

4. Commitment: Terms of the equity commitment, including size and duration

5. Draw Down Terms: Procedures and conditions for requesting equity investments

6. Pricing Mechanism: Formula for determining share price for each draw down

7. Conditions Precedent: Conditions that must be met before draws can be made

8. Representations and Warranties: Standard assurances from both parties

9. Covenants: Ongoing obligations of the parties

10. Term and Termination: Duration and termination provisions

Optional Sections

1. Registration Rights: Rights to register shares for resale - include when investor requires ability to freely resell shares

2. Placement Agent Provisions: Terms relating to any placement agent involvement - include when a placement agent is involved in the transaction

3. Market Making Provisions: Provisions regarding market making activities - include when party will engage in market making

Suggested Schedules

1. Form of Draw Down Notice: Standard form for requesting draws under the facility

2. Pricing Calculation Examples: Illustrative examples of how pricing mechanism works

3. Disclosure Schedule: Exceptions to representations and warranties

4. Form of Compliance Certificate: Template for periodic compliance certification

5. Required Approvals: List of required regulatory and corporate approvals

Authors

Alex Denne

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

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Industries

Securities Act of 1933: Primary federal legislation governing securities offerings, particularly Sections 5 and 4(a)(2) regarding registration requirements and private placement exemptions

Securities Exchange Act of 1934: Federal law governing secondary market trading, securities exchanges, and ongoing reporting requirements for public companies

Regulation D: SEC rules providing exemptions from registration requirements, especially Rule 506 for private placements

Rule 144: SEC rule governing resale restrictions on restricted securities and control securities

Regulation M: Anti-manipulation rules governing distributions and trading activities during offerings

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions

Stock Exchange Rules: Listing requirements and shareholder approval requirements for NYSE and NASDAQ listed companies

State Corporate Laws: State-specific corporate laws (e.g., Delaware General Corporation Law) governing corporate actions and approvals

Investment Company Act of 1940: Federal legislation regulating investment companies and preventing inadvertent investment company status

Sarbanes-Oxley Act: Federal law establishing corporate governance requirements and enhanced disclosure obligations

FINRA Rules: Regulations governing broker-dealers and trading activities in securities markets

SEC Disclosure Regulations: Requirements for periodic reporting (Forms 8-K, 10-Q, 10-K) and fair disclosure (Regulation FD)

Federal Reserve Regulations: Rules governing margin requirements and trading restrictions in securities markets

Rule 10b-5: SEC anti-fraud provision prohibiting manipulation and deceptive practices in securities trading

Tax Regulations: Federal and state tax implications of equity distributions and securities transactions

GAAP Requirements: Generally Accepted Accounting Principles governing financial reporting and disclosure

Insider Trading Regulations: Rules prohibiting trading based on material non-public information and requiring insider reporting

Beneficial Ownership Rules: Requirements for reporting significant ownership positions (Schedules 13D/G) and changes in ownership

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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