The Note Subscription Agreement is a fundamental document used in debt financing transactions where an entity seeks to raise capital by issuing notes to investors. This agreement, governed by Swiss law, serves as the primary contract between the issuer and subscriber(s), detailing all aspects of the note issuance including subscription terms, payment obligations, representations, warranties, and covenants. It is particularly utilized in scenarios requiring structured debt financing, whether for corporate growth, refinancing, or specific project funding. The document must comply with Swiss financial regulations, including the Financial Services Act (FIDLEG) and Financial Market Infrastructure Act (FinfraG), making it suitable for both domestic Swiss transactions and international financings choosing Swiss law. The Note Subscription Agreement typically forms part of a larger suite of financing documents and may include various security or guarantee arrangements depending on the transaction structure.
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1. Parties: Identification of the Issuer and the Subscriber(s)
2. Background: Context of the note issuance, including purpose of the funding and basic transaction structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription and Issue: Core terms of the note subscription, including amount, price, and closing mechanics
5. Conditions Precedent: Conditions that must be satisfied before the subscription obligation becomes effective
6. Note Terms: Key terms of the notes including interest rate, maturity, and repayment provisions
7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer during the term of the notes
9. Events of Default: Circumstances that trigger default and remedies available to noteholders
10. Transfer Restrictions: Limitations on the transfer of notes and required procedures
11. Payments: Payment mechanics, currency, and tax provisions
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate including amendments, waivers, and severability
14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
1. Security: Include when notes are secured by assets or guarantees
2. Guarantee: Include when there are third-party guarantors
3. Conversion Rights: Include for convertible notes with terms of conversion to equity
4. Subordination: Include when notes are subordinated to other debt
5. Registration Rights: Include when notes or conversion shares require registration rights
6. Tax Gross-Up: Include when issuer agrees to gross up payments for withholding taxes
7. Multiple Subscribers: Include when there are multiple subscribers requiring inter-creditor provisions
8. Note Holder Representative: Include when a representative is appointed to act for noteholders
1. Form of Note: Template of the actual note certificate or instrument
2. Subscription Details: Details of subscription amounts, account information, and closing mechanics
3. Conditions Precedent Documents: List of required closing documents and deliverables
4. Form of Transfer Certificate: Template for documenting transfers of notes
5. Security Documents: If applicable, details of security arrangements and collateral
6. Corporate Authorizations: Required corporate approvals and resolutions
7. Know Your Customer Requirements: AML and KYC documentation requirements
8. Payment Schedule: Detailed payment dates and amounts
9. Form of Compliance Certificate: Template for periodic compliance certifications
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