Note Purchase Agreements and Private Placement Debt: Key Terms and Structuring Issues
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Thursday, January 9, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will provide finance counsel with the tools to structure private placement debt. The panel will discuss the drafting and negotiation of the note purchase agreement and the role of the agent, issuer, and investors in the private placement transaction.
Mr. Culpepper is the firmwide Co-Head of Private Credit and Chair of the Corporate Department in Austin. His practice focuses on all types of debt transactions, where he represents borrowers, issuers, agents, lenders and investors. Mr. Culpepper’s practice particularly focuses on representing private equity firms, private credit, direct lenders and companies in transactions in the technology and energy spaces. He guest lectures at Michigan State University College of Law and is a frequent presenter on debt-related legal topics.
Ms. Singh focuses her practice on corporate finance transactions, with an emphasis on domestic and cross-border private placements of debt securities, both secured and unsecured. Her clients include insurance companies, pension funds, and other institutional investors. Ms. Singh also has wide-ranging experience serving as bond counsel for several housing finance agencies in connection with single family and multi-family housing bond financings, underwriter’s counsel to a number of investment banking firms in connection with the offering and sale of municipal securities, and as counsel to banks providing credit enhancement or liquidity support for various financings.
Private placement transactions provide companies with an alternative source of financing to traditional bank lending without the need for formal credit rating and reporting requirements. But, counsel must thoroughly understand the private placement process and the parties involved.
The company will appoint a placement agent (usually a relationship bank). The agent and the company must then prepare a roadshow presentation (if applicable), serving as the primary marketing documents to sell the debt instruments.
The note purchase agreement governs the transaction and usually comes with covenants similar to those required in bank credit facilities, but although there are standard clauses, many are specific to each transaction. Financial and other covenants must be drafted with care as they can significantly impact pricing and the long-term success of the deal.
The American College of Investment Counsel has created Model Form Note Purchase Agreements to address different financing scenarios. They have also produced model documentation for debt rating, swap indemnity, financial covenants, and guaranty, among others, which can be a helpful reference in structuring private placement debt.
Listen as our authoritative panel discusses drafting and negotiating note purchase agreements and other structuring aspects of private placement transactions.
- Overview of the private placement debt market
- Private placement process
- Role of placement agent
- Presentation to potential investors
- Note purchase agreement
- Key terms: tailoring covenants to fit the transaction
- Recommended industry forms: American College of Investment Counsel
- Other documentation
The panel will review these and other vital issues:
- What kinds of companies are appropriate borrowers in the private placement market?
- How can covenants in the note purchase agreement affect the marketability of the deal?
- Why might the note purchase agreement be especially difficult to amend after closing, and how does that inform the initial preparation?
Related Courses
Structuring Uptier and Drop-Down Financing Transactions: Crafting Loan Terms to Manage Exposure and Mitigate Risks
Thursday, May 29, 2025
1:00 p.m. ET./10:00 a.m. PT