Standby Equity Purchase Agreement for the United States

Standby Equity Purchase Agreement Template for United States

A Standby Equity Purchase Agreement (SEPA) is a financing arrangement common in U.S. markets where an investor commits to purchase equity securities from a company on a conditional basis over a specified period. The agreement, governed by U.S. federal and state securities laws, provides companies with flexible access to capital while allowing them to control the timing and amount of equity issuance. It typically includes detailed provisions on pricing mechanisms, draw-down procedures, and regulatory compliance requirements.

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What is a Standby Equity Purchase Agreement?

A Standby Equity Purchase Agreement is utilized when companies seek flexible access to equity capital without immediate dilution. This U.S. market instrument allows issuers to raise funds on an as-needed basis, typically at a slight discount to market prices. The agreement provides detailed mechanisms for draw-downs, pricing calculations, and regulatory compliance, while offering companies control over the timing and size of issuances. SEPAs are particularly valuable for public companies requiring periodic capital injections while managing market impact and dilution.

What sections should be included in a Standby Equity Purchase Agreement?

1. Parties: Identification of the company and the investor

2. Background: Context of the agreement and purpose of the standby arrangement

3. Definitions: Key terms including Purchase Price, Available Amount, Commitment Period

4. Purchase Commitment: Core terms of the equity purchase arrangement

5. Draw Down Terms: Mechanics of how company can draw down equity

6. Conditions Precedent: Requirements before purchases can occur

7. Representations and Warranties: Standard company and investor representations

8. Covenants: Ongoing obligations of parties

9. Events of Default: Circumstances allowing termination

What sections are optional to include in a Standby Equity Purchase Agreement?

1. Registration Rights: Terms for registering shares for resale when investor requires ability to resell shares

2. Commitment Fee: Terms of any upfront fee when investor requires commitment fee

3. Market Out Provision: Conditions where purchases can be suspended when investor requires market protection

What schedules should be included in a Standby Equity Purchase Agreement?

1. Form of Draw Down Notice: Standard form for company to request purchase

2. Calculation of Purchase Price: Formula and examples of price determination

3. Disclosure Schedule: Exceptions to representations and warranties

4. Form of Compliance Certificate: Standard form confirming conditions met

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

United States

Publisher

Genie AI

Cost

Free to use
Clauses
Industries

Securities Act of 1933: Key federal law governing securities registration requirements and private placement exemptions, particularly Sections 5 and 4(a)(2). Essential for structuring the SEPA in compliance with registration or applicable exemptions.

Securities Exchange Act of 1934: Federal law establishing reporting requirements and anti-fraud provisions for securities trading. Relevant for ongoing compliance obligations and disclosure requirements in the SEPA.

Regulation D: SEC regulation providing safe harbor exemptions from registration requirements, particularly Rule 506 for private placements, which may be crucial for SEPA structuring.

Rule 144: SEC rule governing resale restrictions on securities. Important for determining transfer restrictions and legend requirements in the SEPA.

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions that must be considered alongside federal requirements.

Stock Exchange Rules: NYSE or NASDAQ listing requirements, shareholder approval requirements, and disclosure obligations for publicly traded companies engaging in SEPA transactions.

State Corporate Laws: Corporate laws of the state of incorporation (e.g., Delaware General Corporation Law) governing corporate authorization and implementation of the SEPA.

Investment Company Act of 1940: Federal law regulating investment companies, relevant for ensuring purchaser compliance and avoiding investment company status.

Uniform Commercial Code: State-adopted uniform laws, particularly Articles 8 (Investment Securities) and 9 (Secured Transactions), governing securities transfers and secured interests.

Federal Reserve Regulations: Banking regulations including Regulation T regarding margin requirements that may affect SEPA implementation and funding.

Internal Revenue Code: Federal tax provisions affecting the tax treatment and structuring of the SEPA transaction for both issuer and purchaser.

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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