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Bond Subscription Agreement

Bond Subscription Agreement Template for Germany

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Key Requirements PROMPT example:

Bond Subscription Agreement

"I need a Bond Subscription Agreement under German law for a €500 million senior unsecured corporate bond issuance by our manufacturing company, with Deutsche Bank as lead subscriber, targeting settlement in March 2025."

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Document background
A Bond Subscription Agreement is a crucial document in the debt capital markets, particularly used when companies or institutions seek to raise capital through bond issuance in Germany. This agreement, governed by German law, establishes the legal framework for the subscription and purchase of bonds, detailing the commitments of both the issuer and the subscribers. It must comply with German regulatory requirements, including the Securities Trading Act (WpHG), the Securities Prospectus Act (WpPG), and relevant EU regulations such as the Prospectus Regulation and MiFID II. The agreement typically forms part of a larger suite of documents for bond issuance and is essential for both public offerings and private placements in the German market.
Suggested Sections

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

2. Background: Context of the bond issuance, reference to any program or framework

3. Definitions and Interpretation: Definitions of terms used in the agreement and interpretation rules

4. Subscription and Sale: Core terms of the subscription, including amount, price, and commitment

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

6. Closing and Settlement: Details of the closing process, timing, and settlement mechanics

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

8. Undertakings: Ongoing obligations of the Issuer

9. Fees and Expenses: Details of fees, commissions, and cost allocation

10. Tax Provisions: Tax-related obligations and gross-up provisions

11. Termination Rights: Circumstances under which the agreement can be terminated

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions

14. Miscellaneous: Standard boilerplate provisions including severability, amendments, etc.

Optional Sections

1. Security Arrangements: Required if the bonds are secured by any assets or guarantees

2. Selling Restrictions: Needed for international offerings or specific jurisdictional requirements

3. Multiple Dealer Provisions: Required when there are multiple dealers/subscribers with specific arrangements

4. Green Bond Provisions: Needed for green bonds, including use of proceeds and reporting requirements

5. Stabilization: Required if price stabilization activities are contemplated

6. Rating Agency Provisions: Needed if the bonds are to be rated

7. Listing Provisions: Required if the bonds are to be listed on a stock exchange

Suggested Schedules

1. Form of Bonds: Detailed terms and conditions of the bonds

2. Subscription Price Calculation: Formula and mechanics for calculating the subscription price

3. Form of Closing Notice: Template for the closing confirmation

4. Documentation List: List of required closing documents and deliverables

5. Form of Legal Opinions: Templates for required legal opinions

6. Technical Terms of the Bonds: Detailed technical specifications including interest calculation, payment dates, etc.

7. Form of Global Note: Template for the global note representing the bonds

8. KYC Requirements: List of required know-your-customer documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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






















































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Relevant Industries

Banking & Financial Services

Insurance

Real Estate

Energy & Utilities

Infrastructure

Manufacturing

Telecommunications

Transportation

Healthcare

Technology

Consumer Goods

Industrial

Mining & Resources

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Capital Markets

Corporate Finance

Documentation

Securities

Deal Management

Relevant Roles

Chief Financial Officer

Treasurer

Finance Director

Legal Counsel

Corporate Lawyer

Debt Capital Markets Manager

Investment Banker

Bond Trader

Compliance Officer

Risk Manager

Securities Lawyer

Financial Controller

Capital Markets Associate

Syndicate Manager

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

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