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A Placement Agreement is a legal contract between a company issuing securities and a placement agent who helps sell those securities to investors in the Philippines. This document spells out how investment banks or broker-dealers will market and distribute shares, bonds, or other financial instruments to qualified buyers.

Under Philippine Securities Regulation Code rules, these agreements must detail key terms like fees, selling restrictions, and disclosure requirements. They're especially common in private placements and initial public offerings, where companies need help reaching the right institutional investors while staying compliant with SEC guidelines.

Use a Placement Agreement when your company plans to raise capital by selling securities through investment banks or broker-dealers in the Philippines. This becomes essential during private placements, IPOs, or any offering where you need professional help reaching qualified investors.

The timing typically aligns with your capital-raising strategy and SEC filing preparations. Having this agreement in place early helps secure the placement agent's commitment, define their responsibilities, and protect both parties throughout the distribution process. It's particularly important when dealing with complex offerings or targeting institutional investors who require specialized marketing approaches.

• Employee Placement Agreement: Used when companies work with agencies to fill permanent positions, outlining hiring terms and placement fees.
• Placement Agency Agreement: Broader agreement governing ongoing relationships between companies and recruitment agencies, covering multiple placements.
• Candidate Placement Agreement: Focuses on specific candidate placements, detailing terms between employer, agency, and candidate including probation periods and guarantees.

• Investment Banks/Placement Agents: Act as intermediaries marketing the securities, handling investor relations, and managing the distribution process.
• Issuing Companies: Businesses seeking to raise capital through securities offerings, responsible for providing accurate information and meeting disclosure requirements.
• Legal Counsel: Draft and review agreements to ensure SEC compliance and protect client interests.
• Corporate Officers: Sign and execute agreements on behalf of the issuing company, often including CEOs and CFOs.
• Compliance Officers: Monitor adherence to Philippine securities regulations throughout the placement process.

• Company Details: Gather complete corporate information, SEC registration numbers, and authorized signatory details.
• Offering Terms: Define security type, offering size, price range, and target investor profile.
• Agent Information: Collect placement agent credentials, licenses, and contact details.
• Commission Structure: Outline fees, payment terms, and performance benchmarks.
• Timeline Planning: Set key dates for marketing, subscription periods, and closing.
• Compliance Review: Use our platform to generate a legally-sound agreement that meets Philippine SEC requirements.

• Parties and Authority: Full legal names, addresses, and authorized signatory details for issuer and placement agent.
• Securities Description: Detailed specifications of the financial instruments being offered.
• Placement Terms: Commission structure, exclusivity rights, and distribution parameters.
• Representations: Issuer warranties about company status and securities compliance.
• Indemnification: Protection clauses for both parties against potential losses.
• Termination Rights: Conditions for ending the agreement and post-termination obligations.
• Governing Law: Philippine securities regulations and jurisdictional provisions.

A Placement Agreement differs significantly from a Bond Issuance Agreement in several key aspects, though both relate to securities transactions in the Philippines. While Placement Agreements focus on the distribution relationship between issuers and placement agents, Bond Issuance Agreements detail the terms of the actual debt securities being offered.

• Scope of Coverage: Placement Agreements primarily govern the marketing and distribution process, while Bond Issuance Agreements specify the actual terms of the bonds themselves.
• Primary Parties: Placement Agreements involve issuers and placement agents, whereas Bond Issuance Agreements are between issuers and bondholders.
• Duration: Placement Agreements typically last for the offering period only, while Bond Issuance Agreements remain active until bond maturity.
• Legal Focus: Placement Agreements emphasize distribution rights and responsibilities, while Bond Issuance Agreements focus on payment terms and bondholder rights.