Note Purchase Agreement for Switzerland

Note Purchase Agreement Template for Switzerland

A comprehensive agreement governed by Swiss law that documents the terms and conditions under which an investor (or group of investors) agrees to purchase notes issued by a company. The agreement details the financial terms, representations and warranties, covenants, events of default, and other key provisions governing the note issuance. It complies with Swiss securities laws and the Swiss Code of Obligations, incorporating specific requirements for debt instruments under Swiss jurisdiction. The document typically includes provisions for interest payments, maturity, redemption rights, transfer restrictions, and may also cover security arrangements if the notes are secured.

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What is a Note Purchase Agreement?

A Note Purchase Agreement is a crucial document used in debt financing transactions where a company seeks to raise capital by issuing notes to one or more investors. Under Swiss law, this agreement must comply with specific requirements of the Swiss Code of Obligations and Swiss financial market regulations. The document is typically used when companies need medium to long-term financing and prefer debt over equity instruments. It contains detailed provisions regarding the notes' terms, purchase conditions, representations, warranties, covenants, and default scenarios. The agreement is particularly relevant for private placements of notes, as opposed to publicly traded bonds, and can be used for both secured and unsecured note issuances. The Swiss jurisdiction offers a stable and well-regulated environment for such transactions, with clear rules on enforcement and investor protection.

What sections should be included in a Note Purchase Agreement?

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

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Purchase and Sale of Notes: Core terms of the purchase including principal amount, purchase price, and closing mechanics

5. The Notes: Description of the notes, including interest rate, maturity, and payment terms

6. Closing Conditions: Conditions precedent to the purchase of the notes

7. Representations and Warranties of the Issuer: Issuer's representations regarding its status, authority, and financial condition

8. Representations and Warranties of the Purchaser: Purchaser's representations regarding authority and investment intent

9. Covenants: Ongoing obligations of the issuer and purchaser

10. Events of Default: Circumstances constituting default and consequences

11. Miscellaneous: Standard provisions including notices, amendments, governing law, and jurisdiction

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

1. Security: Terms of any security or collateral securing the notes

2. Guarantee: Terms of any guarantee provided for the notes

3. Registration Rights: Rights regarding registration of the notes if transferable

4. Redemption: Optional or mandatory redemption provisions

5. Subordination: Terms of subordination to other indebtedness if applicable

6. Tax Provisions: Specific tax-related provisions including gross-up obligations

7. Collective Action Clauses: Provisions for decision-making among multiple noteholders

What schedules should be included in a Note Purchase Agreement?

1. Form of Note: Template of the actual note certificate or instrument

2. Funding Instructions: Payment and bank account details for purchase price

3. Disclosure Schedule: Exceptions to representations and warranties

4. Corporate Authorization: Evidence of corporate approvals and authority

5. Security Documents: If applicable, documents creating and perfecting security

6. Form of Transfer Certificate: Template for transferring notes if transferable

7. Financial Covenants Calculations: Detailed methodology for financial covenant calculations

Authors

Alex Denne

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

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What is a Note Purchase Agreement?

What sections should be included in a Note Purchase Agreement?

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

What schedules should be included in a Note Purchase Agreement?

Authors

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