Note Purchase Agreements and Private Placement Debt: Key Terms and Structuring Issues
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will provide finance counsel with the tools to structure private placement debt. The panel will discuss the drafting and negotiation of the note purchase agreement, the offering memorandum, and the role of the agent, issuer, and investors in the private placement transaction.
- Overview of the private placement debt market
- Private placement process
- Role of placement agent
- Preparing the offering memorandum
- Presentation to potential investors
- Note purchase agreement
- Key terms: tailoring covenants to fit the transaction
- Recommended industry forms: American College of Investment Counsel
- Other documentation
The panel will review these and other vital issues:
- What kinds of companies are appropriate borrowers in the private placement market?
- What is the role of the placement agent in preparing the offering memorandum?
- How can covenants in the note purchase agreement affect the marketability of the deal?
- Why might the note purchase agreement be especially difficult to amend after closing, and how does that inform the initial preparation?
Brian A. Bates
Morrison & Foerster
Mr. Bates represents clients in a wide range of financing transactions, including private debt and equity placements,... | Read More
Mr. Bates represents clients in a wide range of financing transactions, including private debt and equity placements, bank syndications, various bank finance products, high yield offerings, and mezzanine and LBO financings. He has a specialized practice representing non-U.S. entities that want to make cross-border private placements of securities to U.S. and other large financial institutions and pension funds. He has extensive experience in cross-border private placements and practices almost exclusively on the issuer side of the table. In addition to having worked in private placement finance for well over 30 years, Mr. Bates continues to act as the sole issuer-side member of the Transactions Process Management Committee of the American College of Investment Counsel (ACIC) where he is a fellow. The ACIC is responsible for the development of new model forms for the cross-border private placement market.Close
Mr. Culpepper represents agent banks, underwriters, institutional investors, borrowers, issuers, and other investors in... | Read More
Mr. Culpepper represents agent banks, underwriters, institutional investors, borrowers, issuers, and other investors in connection with secured and unsecured financings, including institutional private placement transactions, acquisition financings, senior and subordinated debt, working capital credit facilities, bridge loans, asset-based financings, secured and unsecured term lending, high-yield debt offerings, and other forms of debt financing.Close