Standby Equity Distribution Agreement Template for Switzerland

The Standby Equity Distribution Agreement (SEDA) serves as a strategic financing tool for listed companies seeking flexible access to equity capital in the Swiss market. This document is typically employed when a company requires a committed source of funding but wants to maintain control over the timing and size of capital raises. The agreement provides a framework for multiple share issuances over time, allowing the company to access capital as needed while minimizing market impact. Operating under Swiss jurisdiction, it incorporates specific provisions to comply with Swiss financial market regulations, including the Financial Market Infrastructure Act (FMIA) and Financial Services Act (FinSA). The document includes detailed mechanisms for determining share price, executing draw-downs, and settling transactions, while addressing regulatory requirements such as disclosure obligations and trading restrictions. This type of agreement is particularly valuable during periods of market volatility or when companies need to fund specific growth initiatives or strategic opportunities.

1. Parties: Identification of the company issuing equity and the investor/investment entity

2. Background: Context of the agreement, including company's listing status and purpose of the SEDA

3. Definitions: Key terms used throughout the agreement, including financial and technical terminology

4. Facility Amount and Term: Total commitment amount and duration of the SEDA facility

5. Draw Down Mechanics: Detailed process for requesting and executing draw downs, including notice requirements and pricing mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before the agreement becomes effective and before each draw down

7. Representations and Warranties: Standard and specific assertions made by both parties about their capacity, authority, and circumstances

8. Covenants: Ongoing obligations of both parties throughout the term of the agreement

9. Pricing and Settlement: Formula for determining share price and procedures for settlement of transactions

10. Fees and Costs: All fees payable under the agreement, including commitment fees and transaction costs

11. Events of Default: Circumstances that constitute default and consequences thereof

12. Termination: Conditions and procedures for ending the agreement

13. Confidentiality: Provisions regarding non-disclosure of agreement terms and related information

14. Notices: Communication procedures and contact details

15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability