Subscription Agreement
(Private Placement of Debt Securities)

Summary

This subscription agreement template may be used in a private placement of debt securities conducted in reliance on the safe harbor of Rule 506 of Regulation D (17 C.F.R. § 230.506) under the Securities Act of 1933, as amended (Securities Act), or pursuant to the statutory exemption of Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d-(a)(2)). This template includes practical guidance, drafting notes, and alternate and optional clauses. This template subscription agreement may be used in a private placement of debt securities conducted in reliance on the exemption from registration provided by Rule 506 of Regulation D (17 C.F.R. § 230.506) under the Securities Act of 1933, as amended (Securities Act), or pursuant to the statutory exemption of Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d-(a)(2)). This template includes a cover sheet with subscription instructions for investors and an investor questionnaire relating to the investor's accredited investor status. You should not use this template for offerings by private investment companies (i.e., hedge funds, venture capital funds, and private equity funds) because of the additional federal securities laws and other regulatory matters applicable to such companies. Note: On March 12, 2025, the Securities and Exchange Commission (SEC) issued a no-action letter providing new guidance on verifying accredited investor status under Rule 506(c) of Regulation D. This guidance significantly eases the verification burden for issuers conducting private securities offerings using general advertising and solicitation. Issuers can now rely on investor self-certification for accredited investor status when certain minimum investment thresholds are met. The SEC also released new Questions 256.35 and 256.36 of the Securities Act Rules Compliance and Disclosure Interpretations providing further guidance on investor verification. For more information, see No Action Letter: Latham & Watkins (March 12, 2025) – Re: Request for Rule 506(c) Interpretative Guidance (Incoming letter dated March 6, 2025). For information about conducting a private placement, see Private Placement Process and Regulation D Offerings. For further resources on private placements, see Private Placements Resource Kit. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit.