A Bond Subscription Agreement is a crucial document in the debt capital markets, particularly used when companies or institutions seek to raise capital through bond issuance in Germany. This agreement, governed by German law, establishes the legal framework for the subscription and purchase of bonds, detailing the commitments of both the issuer and the subscribers. It must comply with German regulatory requirements, including the Securities Trading Act (WpHG), the Securities Prospectus Act (WpPG), and relevant EU regulations such as the Prospectus Regulation and MiFID II. The agreement typically forms part of a larger suite of documents for bond issuance and is essential for both public offerings and private placements in the German market.
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1. Parties: Identification of the Issuer and the Subscriber(s)/Dealer(s)
2. Background: Context of the bond issuance, reference to any program or framework
3. Definitions and Interpretation: Definitions of terms used in the agreement and interpretation rules
4. Subscription and Sale: Core terms of the subscription, including amount, price, and commitment
5. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
6. Closing and Settlement: Details of the closing process, timing, and settlement mechanics
7. Representations and Warranties: Statements of fact and assurances from the Issuer
8. Undertakings: Ongoing obligations of the Issuer
9. Fees and Expenses: Details of fees, commissions, and cost allocation
10. Tax Provisions: Tax-related obligations and gross-up provisions
11. Termination Rights: Circumstances under which the agreement can be terminated
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, amendments, etc.
1. Security Arrangements: Required if the bonds are secured by any assets or guarantees
2. Selling Restrictions: Needed for international offerings or specific jurisdictional requirements
3. Multiple Dealer Provisions: Required when there are multiple dealers/subscribers with specific arrangements
4. Green Bond Provisions: Needed for green bonds, including use of proceeds and reporting requirements
5. Stabilization: Required if price stabilization activities are contemplated
6. Rating Agency Provisions: Needed if the bonds are to be rated
7. Listing Provisions: Required if the bonds are to be listed on a stock exchange
1. Form of Bonds: Detailed terms and conditions of the bonds
2. Subscription Price Calculation: Formula and mechanics for calculating the subscription price
3. Form of Closing Notice: Template for the closing confirmation
4. Documentation List: List of required closing documents and deliverables
5. Form of Legal Opinions: Templates for required legal opinions
6. Technical Terms of the Bonds: Detailed technical specifications including interest calculation, payment dates, etc.
7. Form of Global Note: Template for the global note representing the bonds
8. KYC Requirements: List of required know-your-customer documentation
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