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Private Placement Agreement

Private Placement Agreement Template for Germany

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Key Requirements PROMPT example:

Private Placement Agreement

"I need a Private Placement Agreement under German law for a €50 million preferred share issuance to institutional investors, with tag-along rights and board representation for investors subscribing more than 10% of the offering."

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Investors
Document background
The Private Placement Agreement is essential for companies seeking to raise capital through non-public offerings in Germany. It is specifically designed for situations where companies wish to issue securities to a limited number of sophisticated investors without triggering public offering requirements under German law. The document incorporates necessary provisions to comply with the German Securities Trading Act (WpHG), Securities Prospectus Act (WpPG), and relevant EU regulations, particularly regarding prospectus exemptions and investor protection. The agreement typically includes detailed sections on investor qualifications, subscription terms, representations and warranties, and transfer restrictions. It's particularly important in the German context due to specific regulatory requirements and the need to ensure proper documentation for both regulatory compliance and future potential transactions.
Suggested Sections

1. Parties: Identification of the issuer and the initial purchaser(s)/investor(s)

2. Background: Context of the private placement, including the nature of the securities being offered

3. Definitions: Key terms used throughout the agreement, including specific German legal and regulatory terminology

4. Securities Offered: Detailed description of the securities, including class, rights, and restrictions

5. Purchase and Sale: Core terms of the transaction, including price, payment terms, and closing conditions

6. Closing: Timing and mechanics of the closing, including delivery of securities and payment

7. Representations and Warranties of the Issuer: Issuer's confirmations regarding its status, authority, and compliance with laws

8. Representations and Warranties of the Purchaser: Investor's confirmations regarding qualification, understanding of risks, and investment intent

9. Covenants: Ongoing obligations of the parties, including compliance with private placement requirements

10. Transfer Restrictions: Limitations on resale and transfer of the securities

11. Confidentiality: Provisions regarding non-disclosure of transaction information

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction

14. Miscellaneous: Standard provisions including severability, amendments, and entire agreement

Optional Sections

1. Registration Rights: Used when investors are granted rights to require registration of securities for public trading in the future

2. Tag-Along Rights: Include when offering co-sale rights to investors

3. Pre-emptive Rights: Include when granting investors rights to participate in future offerings

4. Board Representation: Include when investors are granted rights to appoint board members

5. Information Rights: Include when specific ongoing information rights are granted to investors

6. Anti-dilution Protection: Include when offering protection against future dilutive issuances

7. Exit Rights: Include when specific exit mechanisms or rights are granted to investors

8. Regulatory Compliance Provisions: Additional provisions required for specific regulated industries or investors

Suggested Schedules

1. Schedule A - Securities Description: Detailed technical description of the securities being offered

2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties

3. Schedule C - Investor Qualification Criteria: Detailed criteria for qualified investors under German law

4. Schedule D - Risk Factors: Comprehensive list of investment risks

5. Schedule E - Use of Proceeds: Detailed breakdown of how the investment will be used

6. Appendix 1 - Form of Subscription Agreement: Standard form for additional investors to join the placement

7. Appendix 2 - Corporate Resolutions: Relevant corporate approvals for the issuance

8. Appendix 3 - Legal Opinions: Required legal opinions regarding the placement

9. Appendix 4 - KYC Requirements: Documentation requirements for anti-money laundering compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
Affiliate
Agreement
Articles of Association
BaFin
Business Day
Closing
Closing Date
Company
Confidential Information
Corporate Documents
Disclosure Schedule
Effective Date
Encumbrance
EU Prospectus Regulation
Event of Default
Financial Statements
Governmental Authority
Investment Amount
Investor(s)
Issuer
KWG
Law
Material Adverse Effect
Material Contract
Offered Securities
Offering
Party/Parties
Person
Placement Agent
Private Placement
Purchase Price
Qualified Investor
Regulatory Approvals
Related Party
Representatives
Securities
Securities Act
Subscription Agreement
Subsidiary
Transaction Documents
Transfer
VermAnlG
WpHG
WpPG
Clauses
Subscription
Purchase and Sale
Payment Terms
Securities Transfer Restrictions
Investor Qualifications
Representations and Warranties
Covenants
Regulatory Compliance
Closing Conditions
Registration Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution Protection
Board Representation
Confidentiality
Due Diligence
Indemnification
Termination
Force Majeure
Assignment
Amendment
Waiver
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Costs and Expenses
Further Assurances
Counterparts
Language
Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Technology

Real Estate

Infrastructure

Healthcare

Manufacturing

Energy

Telecommunications

Professional Services

Life Sciences

Clean Technology

Digital Media

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Risk Management

Corporate Secretariat

Treasury

Due Diligence

Regulatory Affairs

Corporate Strategy

Investor Relations

Capital Markets

Corporate Finance

Securities

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Corporate Finance Manager

Compliance Officer

Legal Counsel

Investment Manager

Private Equity Director

Venture Capital Partner

Corporate Secretary

Financial Controller

Risk Manager

Due Diligence Manager

Investment Banker

Securities Lawyer

Fund Manager

Portfolio Manager

Transaction Manager

Regulatory Affairs Director

Industries
German Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Regulates securities trading, including private placements, and implements EU directives on financial instruments. Contains provisions on investor protection and disclosure requirements.
German Securities Prospectus Act (Wertpapierprospektgesetz - WpPG): Governs prospectus requirements and exemptions for securities offerings, including private placements. Particularly relevant for determining when simplified or no prospectus is required.
German Civil Code (Bürgerliches Gesetzbuch - BGB): Provides the fundamental legal framework for contracts in Germany, including general principles of contract formation, validity, and enforcement.
German Investment Products Act (Vermögensanlagengesetz - VermAnlG): Regulates investment products and their distribution, including specific requirements for private placements of certain investment products.
EU Prospectus Regulation (2017/1129): Establishes EU-wide rules for prospectus requirements and exemptions, directly applicable in Germany. Particularly relevant for private placement exemptions.
German Banking Act (Kreditwesengesetz - KWG): Contains provisions relevant to financial services and investment activities, including requirements for institutions involved in private placements.
German Money Laundering Act (Geldwäschegesetz - GwG): Sets requirements for customer due diligence and anti-money laundering measures that must be considered in private placements.
Investment Firm Regulation (Wertpapierfirmen-Verordnung): Implements EU regulations regarding investment firms and contains specific requirements for firms conducting private placements.
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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