The Debenture Purchase Agreement is a crucial document used when a company seeks to raise capital through the issuance of debt securities in Canada. This agreement serves as the primary contract between the issuer and the purchaser(s) of the debentures, establishing their respective rights and obligations. The document must comply with both federal and provincial securities regulations, including requirements for disclosure, registration, and investor protection. Typically used for medium to long-term debt financing, the agreement can be adapted for various purposes such as corporate expansion, refinancing, or project funding. The document includes essential details about interest rates, payment schedules, security arrangements (if any), events of default, and remedies. For public offerings, additional requirements under Canadian securities laws must be addressed, while private placements may rely on specific exemptions under National Instrument 45-106.
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1. Parties: Identification of the issuer and purchaser(s) of the debentures
2. Background: Context of the debenture issuance and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Purchase and Sale: Core terms of the purchase including price, principal amount, and closing mechanics
5. Interest and Payment Terms: Interest rate, calculation methods, payment dates, and payment mechanics
6. Representations and Warranties of the Issuer: Issuer's statements about its legal status, authority, and financial condition
7. Representations and Warranties of the Purchaser: Purchaser's statements about authority and investment capacity
8. Covenants: Ongoing obligations of the issuer including financial covenants and reporting requirements
9. Events of Default: Circumstances constituting default and consequences thereof
10. Remedies: Rights and remedies available to debenture holders upon default
11. Notices: Process for giving formal notices under the agreement
12. Amendment and Waiver: Procedures for modifying the agreement or waiving rights
13. General Provisions: Standard boilerplate provisions including governing law, assignment, and severability
1. Security: Details of any security or collateral securing the debentures - include if debentures are secured
2. Conversion Rights: Terms for converting debentures into equity - include if convertible debentures
3. Registration Rights: Rights regarding registration of securities - include if public trading is contemplated
4. Subordination: Terms of subordination to other debt - include if debentures are subordinated
5. Guarantee: Terms of any guarantee of the debentures - include if guaranteed by third party
6. Trustee Provisions: Appointment and duties of debenture trustee - include if trustee structure used
7. Redemption Rights: Terms for early redemption - include if early redemption is permitted
8. Transfer Restrictions: Limitations on transfer of debentures - include if transfers are restricted
1. Form of Debenture Certificate: Template of the physical or electronic debenture certificate
2. Payment Schedule: Detailed schedule of interest and principal payment dates and amounts
3. Financial Covenants: Detailed financial ratios and calculations required to be maintained
4. Security Documents: Forms of security agreements and registrations if secured
5. Conversion Mechanics: Detailed procedures for conversion if convertible debentures
6. Permitted Liens: List of existing or permitted encumbrances on assets
7. Subsidiary Guarantors: List of subsidiaries providing guarantees if applicable
8. Required Consents: List of third-party consents required for closing
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Banking
Real Estate
Infrastructure
Mining
Energy
Manufacturing
Technology
Healthcare
Telecommunications
Private Equity
Venture Capital
Relevant Teams
Legal
Finance
Treasury
Corporate Development
Compliance
Risk Management
Corporate Secretariat
Investment
Capital Markets
Corporate Finance
Relevant Roles
Chief Financial Officer
Corporate Lawyer
Investment Banker
Finance Director
Treasury Manager
Corporate Secretary
Compliance Officer
Investment Manager
Portfolio Manager
Risk Manager
Chief Legal Officer
Chief Executive Officer
Financial Controller
Debt Capital Markets Associate
Corporate Finance Manager
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