The Note Subscription Agreement is a crucial document in German debt financing transactions, used when a company or entity wishes to raise capital by issuing notes (debt securities) to investors. It serves as the primary agreement governing the subscription process and ongoing relationship between the issuer and note holders. Typically used in both private and public note offerings, this document must comply with German securities laws, including the Securities Trading Act (WpHG) and the German Bond Act (SchVG), as well as applicable EU regulations. The agreement is particularly important in the German market, where note issuances (Schuldscheindarlehen) are a common financing tool for companies of various sizes. It includes detailed provisions on subscription mechanics, conditions precedent, note terms, representations and warranties, transfer restrictions, and payment procedures, all tailored to meet German legal requirements and market practice.
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1. Parties: Identification of the Issuer and the Subscriber(s)
2. Background: Context of the note issuance, including the broader financing arrangement if applicable
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Subscription and Issue: Core terms of the subscription, including amount, price, and mechanics
5. Closing Conditions: Conditions precedent to the subscription and issuance of notes
6. Notes Terms: Key terms of the notes including interest, maturity, and repayment provisions
7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer and/or Subscriber
9. Events of Default: Circumstances constituting default and consequent remedies
10. Transfer Restrictions: Limitations and procedures for transferring the notes
11. Payments: Mechanics and timing of payments under the notes
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Security: Include if the notes are secured by any assets or guarantees
2. Noteholders' Meetings: Include if collective action provisions under SchVG are relevant
3. Tax Considerations: Include if specific tax provisions or gross-up obligations apply
4. Market Listing: Include if notes are to be listed on a securities exchange
5. Subscription Agent: Include if a third-party agent manages the subscription process
6. Secondary Market Trading: Include if specific provisions for secondary market trading are required
7. US Securities Law Compliance: Include if US investors might be involved or US securities laws are relevant
1. Form of Note: Template of the actual note certificate or global note
2. Terms and Conditions of the Notes: Detailed terms and conditions governing the notes
3. Subscription Form: Form to be completed by subscribers
4. Closing Checklist: List of documents and actions required for closing
5. Form of Transfer Certificate: Template for documenting transfers of notes
6. Contact Details: List of key contacts and addresses for notices
7. Know Your Customer Requirements: Documentation requirements for regulatory compliance
8. Form of Compliance Certificate: Template for periodic compliance certification if required
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