Dealer Manager and Solicitation Agent Agreement
(Debt Tender Offer)

Summary

This template dealer-manager and solicitation agent agreement may be used in a tender offer for debt securities (i.e., a debt tender offer) accompanied by a consent solicitation where the offeror engages one or more investment banks to serve as the dealer-managers and solicitation agents for the transaction. This agreement governs the relationship between the offeror and the dealer-managers and will typically be signed by the parties prior to the commencement of the debt tender offer and the consent solicitation. This template includes practical guidance, drafting notes, and alternate clauses. The dealer-managers’ outside counsel typically prepares the initial draft of the dealer-manager and solicitation agent 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 dealer-manager agreement, see Dealer Manager Agreement (Debt Tender Offer).