Rule 506(c) Representations, Warranties, and Covenants

Summary

These template representations, warranties, and covenants may be used in a placement agency agreement (also referred to as a "placement agreement" or "placement agent agreement") or an engagement letter for a private placement of securities conducted in accordance with Rule 506(c) (17 C.F.R. § 230.506(c)) of Regulation D under the Securities Act of 1933. This template includes practical guidance and drafting notes. A placement agency agreement is an agreement between an issuer and a placement agent that sets forth the terms of the placement agent's appointment and how the private placement will be conducted. An engagement letter serves a similar purpose (and in some cases, the terms may be used interchangeably), but it is usually a shorter-form agreement entered into in the early stages of a transaction and later superseded by a placement agency agreement. For a template of engagement letter, Engagement Letter (Private Placement). For more information on Rule 506(c), see Rule 506 ...