Dealer Manager Agreement
(Debt Tender Offer)

Summary

This template dealer-manager agreement may be used in a conventional cash tender offer for debt securities (a debt tender offer), wherein the offeror engages one or more investment banks to serve as the dealer-managers for the debt tender offer. The dealer-manager agreement governs the relationship between the offeror and the dealer-managers and is typically signed by the parties prior to the commencement of the debt tender offer. This template includes practical guidance, drafting notes, and alternate clauses. The dealer-managers’ outside counsel typically prepares the initial draft of the dealer-manager agreement. This template assumes that (1) the offeror is the issuer of the debt securities subject to the tender offer and (2) the offeror is a public company. For information on structuring debt tender offers, see Debt Tender Offer Structuring Considerations. For a template agreement between the dealer-manager and the solicitation agent, see Dealer Manager and Solicitation Agent Agreement (Debt Tender Offer).