The Private Equity Agreement serves as the primary transaction document for private equity investments in the Philippines, structuring the relationship between investors, the target company, and existing shareholders. It is essential when a private equity firm seeks to acquire a significant stake in a Philippine company, whether through direct equity purchase, subscription of new shares, or a combination of both. The agreement must comply with Philippine regulatory requirements, including the Securities Regulation Code (RA 8799), Corporation Code, and relevant SEC regulations. It typically includes detailed provisions on investment terms, governance rights, minority protections, information rights, exit mechanisms, and anti-dilution provisions. The document is crucial for protecting investor interests while ensuring operational flexibility for the target company's growth and development.
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Key Requirements PROMPT example:
Private Equity Agreement
"I need a Private Equity Agreement under Philippine law for a minority investment (25% stake) in a healthcare technology company, with specific provisions for board representation and anti-dilution protection, planned for completion by March 2025."
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1. Parties: Identification of the private equity investor(s), target company, and existing shareholders
2. Background: Context of the investment, including company history and investment rationale
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and share class specifications
5. Conditions Precedent: Conditions that must be satisfied before investment completion
6. Completion Mechanics: Process and requirements for closing the investment
7. Warranties and Representations: Statements of fact and assurances from the company and existing shareholders
8. Governance Rights: Board composition, voting rights, and management participation
9. Reserved Matters: Decisions requiring investor consent
10. Information Rights: Investor's rights to financial and operational information
11. Transfer Restrictions: Limitations on share transfers and ownership changes
12. Exit Rights: Provisions for IPO, drag-along, tag-along, and other exit mechanisms
13. Confidentiality: Protection of confidential information and trade secrets
14. Term and Termination: Duration of the agreement and termination provisions
15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Anti-Dilution Protection: Protection against value dilution in future funding rounds, optional for minority investments
2. Employee Stock Option Pool: Terms for employee share schemes, included if part of the investment structure
3. Strategic Rights: Special rights for strategic investors, included for industry-specific investments
4. Environmental and Social Compliance: ESG requirements, included for investments with specific impact goals
5. Foreign Investment Provisions: Special provisions required for foreign investors under Philippine law
6. Put Option Rights: Investor's right to sell shares back to the company/promoters, included for downside protection
7. Non-Compete and Non-Solicit: Restrictions on competitive activities, included based on industry sensitivity
1. Schedule 1: Capital Structure: Pre and post-investment shareholding structure
2. Schedule 2: Warranties: Detailed warranties given by the company and shareholders
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring investor consent
4. Schedule 4: Completion Requirements: Detailed closing checklist and requirements
5. Schedule 5: Key Management: Details of key management personnel and their terms
6. Schedule 6: Business Plan: Company's business plan and financial projections
7. Schedule 7: Company Information: Corporate and financial information of the target company
8. Appendix A: Share Certificate Specimens: Format of share certificates to be issued
9. Appendix B: Board Resolution Templates: Standard format for required board resolutions
Authors
Relevant legal definitions
Affiliate
Agreement
Anti-Dilution Rights
Applicable Law
Articles of Incorporation
Board
Business Day
Business Plan
By-Laws
Call Option
Change of Control
Closing
Closing Date
Company
Competition Law
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Conversion Rights
Corporate Opportunity
Deed of Adherence
Default
Dilution
Directors
Distributable Profits
Drag-Along Rights
Effective Date
Encumbrance
Environmental Laws
Event of Default
Exit Event
Fair Market Value
Financial Year
First Closing
Force Majeure
Fully Diluted Basis
General Meeting
Governmental Authority
Group
Holding Company
Independent Director
Information Rights
Initial Public Offering
Investment Amount
Investment Period
Investor
Investor Director
IPO
Key Management Personnel
Liquidation Event
Liquidation Preference
Lock-in Period
Material Adverse Effect
New Securities
Ordinary Course of Business
Ordinary Shares
Parties
Permitted Transferee
Person
Pre-emptive Rights
Preference Shares
Principal Shareholders
Put Option
Qualified IPO
Related Party
Reserved Matters
SEC
Securities
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-Along Rights
Target Company
Term
Territory
Third Party
Transaction Documents
Transfer
Valuation
Warranties
Agreement
Anti-Dilution Rights
Applicable Law
Articles of Incorporation
Board
Business Day
Business Plan
By-Laws
Call Option
Change of Control
Closing
Closing Date
Company
Competition Law
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Conversion Rights
Corporate Opportunity
Deed of Adherence
Default
Dilution
Directors
Distributable Profits
Drag-Along Rights
Effective Date
Encumbrance
Environmental Laws
Event of Default
Exit Event
Fair Market Value
Financial Year
First Closing
Force Majeure
Fully Diluted Basis
General Meeting
Governmental Authority
Group
Holding Company
Independent Director
Information Rights
Initial Public Offering
Investment Amount
Investment Period
Investor
Investor Director
IPO
Key Management Personnel
Liquidation Event
Liquidation Preference
Lock-in Period
Material Adverse Effect
New Securities
Ordinary Course of Business
Ordinary Shares
Parties
Permitted Transferee
Person
Pre-emptive Rights
Preference Shares
Principal Shareholders
Put Option
Qualified IPO
Related Party
Reserved Matters
SEC
Securities
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-Along Rights
Target Company
Term
Territory
Third Party
Transaction Documents
Transfer
Valuation
Warranties
Clauses
Parties and Recitals
Definitions and Interpretation
Investment Terms
Share Subscription
Share Purchase
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Management Rights
Reserved Matters
Information Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Exit Rights
Put Option
Call Option
IPO Rights
Non-Compete
Non-Solicit
Confidentiality
Corporate Governance
Dividend Rights
Liquidation Preference
Events of Default
Indemnification
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Definitions and Interpretation
Investment Terms
Share Subscription
Share Purchase
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Management Rights
Reserved Matters
Information Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Exit Rights
Put Option
Call Option
IPO Rights
Non-Compete
Non-Solicit
Confidentiality
Corporate Governance
Dividend Rights
Liquidation Preference
Events of Default
Indemnification
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Relevant Industries
Technology
Healthcare
Manufacturing
Real Estate
Financial Services
Consumer Goods
Retail
Education
Infrastructure
Energy
Agriculture
Telecommunications
Transportation
Business Services
Media and Entertainment
Relevant Teams
Legal
Finance
Compliance
Investment
Corporate Development
Risk Management
Board of Directors
Executive Management
Corporate Secretariat
Due Diligence
Portfolio Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Private Equity Partner
Corporate Lawyer
Investment Manager
Compliance Officer
Board Director
Managing Director
Portfolio Manager
Transaction Manager
Due Diligence Officer
Corporate Secretary
Risk Manager
Investment Analyst
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