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Debenture Subscription Agreement

Debenture Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Debenture Subscription Agreement

"I need a Debenture Subscription Agreement for my renewable energy company in the Philippines to issue secured, non-convertible debentures worth PHP 500 million to a group of institutional investors, with the issuance planned for March 2025."

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Document background
The Debenture Subscription Agreement is a crucial document used in Philippine corporate finance when a company seeks to raise capital through the issuance of debentures. This agreement becomes necessary when a company has obtained approval from the Securities and Exchange Commission to issue debentures and needs to formalize the subscription process with potential investors. The document must comply with the Securities Regulation Code, the Revised Corporation Code, and various SEC memorandum circulars governing debt securities in the Philippines. It typically includes detailed terms about the debenture issuance, subscription process, payment mechanisms, interest calculations, redemption provisions, and security arrangements (if any). The agreement is particularly important for ensuring regulatory compliance, protecting both issuer and subscriber interests, and establishing clear procedures for the subscription and eventual redemption of the debentures.
Suggested Sections

1. Parties: Identification of the Issuer and the Subscriber(s)

2. Background: Recitals explaining the context of the debenture issuance and the parties' intention to enter into the subscription agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Allotment: Details of the debentures being subscribed to, including number, class, and price

5. Payment Terms: Terms and conditions for payment of the subscription amount

6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber

8. Covenants: Ongoing obligations of the Issuer and Subscriber

9. Interest and Redemption: Terms regarding interest payments and redemption of the debentures

10. Events of Default: Circumstances constituting default and consequences thereof

11. Transferability: Terms governing the transfer of debentures

12. Notices: Procedure for giving notices under the agreement

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Security: Include when the debentures are secured by specific assets or guarantees

2. Trustee Provisions: Required when a debenture trustee is appointed to represent debenture holders

3. Conversion Rights: Include for convertible debentures with terms of conversion into equity

4. Foreign Investment Provisions: Required when subscribers include foreign investors

5. Tax Provisions: Detailed tax clauses when specific tax arrangements apply

6. Multiple Subscriber Provisions: Include when there are multiple subscribers with specific rights and obligations

7. Force Majeure: Include when specific force majeure provisions are required beyond standard contract provisions

Suggested Schedules

1. Schedule 1 - Debenture Terms: Detailed terms and conditions of the debentures including interest rates, maturity dates, and payment schedules

2. Schedule 2 - Form of Debenture Certificate: Template of the physical or electronic debenture certificate to be issued

3. Schedule 3 - Subscription Form: Form to be completed by subscribers for the debentures

4. Schedule 4 - Payment Schedule: If payment is in installments, detailed schedule of payment dates and amounts

5. Schedule 5 - Security Details: If secured, details of the security or collateral provided

6. Appendix A - Corporate Authorizations: Copies of relevant board resolutions and corporate authorizations

7. Appendix B - Regulatory Approvals: Copies of SEC and other regulatory approvals obtained

8. Appendix C - Financial Statements: Recent financial statements of the Issuer

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

















































Clauses






























Relevant Industries

Banking and Financial Services

Real Estate and Property Development

Infrastructure Development

Manufacturing

Energy and Utilities

Telecommunications

Mining and Natural Resources

Construction

Transportation and Logistics

Technology and Software

Relevant Teams

Legal

Finance

Treasury

Compliance

Corporate Secretariat

Risk Management

Investment

Corporate Finance

Regulatory Affairs

Business Development

Relevant Roles

Chief Financial Officer

Corporate Finance Manager

Legal Counsel

Compliance Officer

Investment Manager

Treasury Manager

Corporate Secretary

Finance Director

Investment Banker

Securities Lawyer

Risk Manager

Corporate Treasurer

Financial Controller

Investment Analyst

Regulatory Affairs Manager

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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