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Equity Commitment Letter Template for Singapore

An Equity Commitment Letter under Singapore law is a legally binding document where one party commits to providing equity funding for a specific transaction or purpose. It follows Singapore's common law principles and regulatory framework, particularly under the Companies Act and Securities and Futures Act. The document outlines the commitment amount, conditions for funding, and mechanics of the investment, while ensuring compliance with Singapore's corporate and securities regulations.

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What is a Equity Commitment Letter?

The Equity Commitment Letter is a crucial document in Singapore's investment landscape, typically used in M&A transactions, private equity investments, and project financing. It provides certainty to transaction parties by legally binding an investor to fund a specific amount of equity upon satisfaction of stated conditions. Under Singapore law, these letters must comply with local corporate and securities regulations, including MAS guidelines where applicable. The document typically includes detailed funding mechanics, conditions precedent, and termination rights, serving as a cornerstone document in complex transaction structures.

What sections should be included in a Equity Commitment Letter?

1. Date and Parties: Identification of commitment provider and recipient, including full legal names and addresses

2. Reference Transaction: Details of the underlying transaction requiring equity commitment, including target company and transaction structure

3. Commitment Amount: Specific amount of equity being committed, currency, and any adjustments

4. Funding Conditions: Conditions precedent to funding obligation, including closing conditions of main transaction

5. Funding Mechanics: Process and timing for providing the committed funds, including notice requirements

6. Representations and Warranties: Basic representations regarding capacity, authority, and enforceability

7. Termination Provisions: Circumstances under which commitment may terminate, including long-stop date

8. Governing Law: Singapore law provisions and jurisdiction clauses

What sections are optional to include in a Equity Commitment Letter?

1. Regulatory Approvals: Include when transaction requires specific regulatory clearances or approvals

2. Currency Provisions: Include for cross-border transactions with currency conversion requirements

3. Alternative Funding Sources: Include when multiple funding sources or backup commitments are contemplated

4. Third Party Rights: Include when rights under the letter are intended to be enforced by third parties

What schedules should be included in a Equity Commitment Letter?

1. Form of Funding Notice: Standard template for requesting drawdown of committed funds

2. Corporate Authority Evidence: List of required corporate approvals and authorizations

3. Transaction Summary: Brief overview of the underlying transaction structure and key terms

4. Conditions Precedent Checklist: List of conditions that must be satisfied before funding obligation arises

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Cost

Free to use

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