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Equity Commitment Letter Template for Singapore

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Key Requirements PROMPT example:

Equity Commitment Letter

"I need an Equity Commitment Letter for a Singapore private equity investment where my fund will commit SGD 50 million to acquire a majority stake in a tech company, with the funding to be provided in three tranches by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























Clauses























Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities, capital structure, share issuance/transfer, and directors' duties in Singapore. Forms the fundamental framework for corporate operations and equity transactions.

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, market conduct, and disclosure requirements. Essential for ensuring compliance in equity transactions and investor protection.

Financial Advisers Act (Cap. 110): Governs the provision of financial advisory services and related activities. Relevant when financial advice is provided as part of the equity commitment process.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore covering corporate finance, investment requirements, and restrictions for equity transactions.

Contract Law: Common law principles governing contract formation, consideration, and enforceability, which are fundamental to the validity of equity commitment letters.

Stamp Duties Act (Cap. 312): Legislation governing stamp duties applicable to share transfers and related documentary requirements in equity transactions.

Income Tax Act (Cap. 134): Tax legislation covering implications of equity investments and withholding tax considerations for parties involved in the transaction.

Competition Act (Cap. 50B): Regulates merger control and anti-competitive practices, relevant when equity commitments might trigger competition law thresholds.

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data in Singapore, applicable when handling personal information during the transaction process.

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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