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Bond Purchase Agreement (BPA) Definition

What Is a Bond Buy Settlement (BPA)?

A bond buy settlement (BPA) is a legally binding doc between a bond issuer and an underwriter establishing the phrases of a bond sale. The phrases of a bond buy settlement will embrace sale circumstances, amongst different issues, resembling sale worth, bond rate of interest, bond maturity, bond redemption provisions, sinking fund provisions, and circumstances underneath which the settlement could also be canceled.

Key Takeaways

  • Bond buy agreements (BPAs) embrace circumstances that should be met earlier than an underwriter purchases the bonds, and circumstances through which the underwriter could withdraw. 
  • The phrases specified by a bond buy settlement could embrace worth, rate of interest, maturity date, any redemption provisions, and every other cancellable provisions.
  • Sometimes, the issuer should notify the underwriter of any modifications in its monetary situation, and the agreements will restrict the belongings which can be getting used as collateral.
  • BPAs are sometimes non-public placement securities or funding autos issued by smaller firms.

Understanding a Bond Buy Settlement (BPA)

A bond buy settlement is a contract that gives sure clauses which can be executed on the date the brand new bond situation is priced. The phrases and circumstances of a BPA embrace:

  • Phrases of the bonds.
  • Situations that should be met earlier than the acquisition of the bonds by the underwriter.
  • Execution and supply date and place of the bonds.
  • Situations underneath which the underwriter could withdraw from the contract with out penalty.
  • Buy worth and interest rate of the bonds.
  • Bills to be paid by numerous events.
  • Sure SEC necessities to be adopted by all events.

A bond buy settlement has many circumstances. For instance, it may require that the issuer doesn’t tackle every other debt secured by the identical assets that may safe the bonds the underwriter is promoting, and it may stipulate that the issuer notify the underwriter of any opposed change within the issuer’s monetary place. The bond buy settlement additionally ensures that the issuer is who it says it’s, that it’s licensed to situation bonds, that it isn’t the topic of a lawsuit, and that its financial statements are correct.

The bonds—as soon as paid for by the underwriter—might be duly executed, licensed, issued, and delivered by the issuer to the underwriter. After the issuer delivers the bonds to the underwriter, the underwriter will put the bonds in the marketplace on the worth and yield established within the bond buy settlement and buyers will buy the bonds from the underwriter. The underwriter collects the proceeds from this sale and earns a revenue based mostly on the distinction between the value at which it bought the bonds from the issuer and the value at which it sells the bonds to fixed-income buyers.

A bond buy settlement is a doc that stipulates the circumstances of a sale between the bond issuer and the underwriter of the bonds.

Bond Buy Settlement vs. Bond Indenture

A BPA is much like a bond indenture (or belief indenture) in that they’re each contracts established between an issuer and an entity on the phrases of a bond. Whereas a BPA is an settlement between the issuer and the underwriter of the brand new situation, the indenture is a contract between the issuer and the trustee who represents the pursuits of bond buyers. 

The phrases of the bond highlighted within the bond indenture embrace the bond’s maturity date, face worth, curiosity fee schedule, and function of the bond situation. For instance, a belief indenture could point out whether or not a problem is callable. If the issuer can “name” the bond, the indenture will embrace call protection for the bondholder, which is the time period throughout which the issuer can not repurchase the bonds from the market. The Securities and Exchange Commission (SEC) requires that each one bond points, besides municipal points, have bond indentures.

Bond buy agreements sometimes signify privately positioned securities or funding autos issued by smaller firms. These securities will not be on the market to most of the people, however as an alternative, are offered on to underwriters. Moreover, bond agreements could also be eligible for exemption from SEC registration necessities.

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