Note Purchase Agreement for New Zealand

Note Purchase Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions for the purchase of notes (debt instruments) issued by a company or entity. The document details the purchase commitment, note terms, representations and warranties, covenants, and events of default, while ensuring compliance with New Zealand's Financial Markets Conduct Act 2013 and related regulations. It serves as the primary transaction document for debt financing arrangements, incorporating specific provisions for interest payments, maturity dates, security (if applicable), and transfer restrictions.

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What is a Note Purchase Agreement?

The Note Purchase Agreement is a critical document used in debt financing transactions under New Zealand law, typically employed when a company or entity seeks to raise capital by issuing debt instruments (notes) to one or multiple purchasers. This agreement outlines the complete terms of the note issuance, including purchase price, interest rates, maturity dates, and repayment terms. It's commonly used in private placements and must comply with New Zealand's financial markets regulations, particularly the Financial Markets Conduct Act 2013. The document includes essential provisions protecting both issuer and purchaser interests, such as representations and warranties, covenants, events of default, and security arrangements if the notes are secured. It's particularly relevant for companies seeking alternative financing options to traditional bank loans or public offerings.

What sections should be included in a Note Purchase Agreement?

1. Parties: Identifies and defines the Issuer, Purchaser(s), and any other relevant parties to the agreement

2. Background: Sets out the context of the note issuance and the parties' intentions

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Note Purchase Commitment: Details the commitment to purchase notes, including purchase price and payment terms

5. Conditions Precedent: Specifies conditions that must be satisfied before the purchase obligation becomes effective

6. Closing: Describes the closing process, including timing, deliverables, and procedures

7. Representations and Warranties: Sets forth the representations and warranties of the Issuer and Purchaser

8. Note Terms: Specifies the terms of the notes, including interest rate, maturity, and payment provisions

9. Covenants: Details ongoing obligations of the Issuer and any financial or operational covenants

10. Events of Default: Lists circumstances constituting default and corresponding remedies

11. Transfer Restrictions: Outlines any limitations on the transfer of notes

12. Confidentiality: Establishes confidentiality obligations regarding the transaction

13. Notices: Specifies how formal notices between parties should be given

14. General Provisions: Contains standard boilerplate provisions including governing law, amendments, and assignment

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

1. Security: Include when the notes are secured by specific assets or guarantees

2. Registration Rights: Include when purchasers have rights to require registration of the notes for public trading

3. Subordination: Include when the notes are subordinated to other debt

4. Tax Provisions: Include detailed tax provisions when cross-border elements exist or specific tax treatment is required

5. Multiple Closings: Include when the note purchase will occur in multiple tranches

6. Observer Rights: Include when purchasers are granted board observer rights

7. Conversion Rights: Include when notes are convertible into equity

8. Pre-payment Provisions: Include when early repayment is permitted or restricted

What schedules should be included in a Note Purchase Agreement?

1. Form of Note: The formal template for the physical or electronic note certificate

2. Disclosure Schedule: Detailed disclosures relating to representations and warranties

3. Payment Schedule: Detailed schedule of payment dates and amounts

4. Security Documents: Forms of security agreements and financing statements if applicable

5. Purchaser Accreditation: Forms verifying purchaser's eligible investor status

6. Corporate Authorizations: Copies of relevant corporate approvals and authorizations

7. Calculation Methods: Detailed procedures for calculating interest, conversion prices, or other variable amounts

8. Notice Details: Complete contact information for all parties for formal notices

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

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Technology

Real Estate

Infrastructure

Manufacturing

Energy

Healthcare

Professional Services

Agricultural

Mining and Resources

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Executive Management

Risk Management

Compliance

Company Secretariat

Investment

Corporate Finance

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Lawyer

Legal Counsel

Investment Manager

Treasury Manager

Financial Controller

Company Secretary

Chief Executive Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

Compliance Officer

Corporate Finance Manager

Industries
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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