Securities purchase agreement

A securities purchase agreement is the contract under which an investor buys debt or equity securities directly from an issuer, setting the price, the number and class of securities, the closing conditions, and the representations and warranties. In shipping capital markets it documents private placements of shares, convertible notes, or bonds to funds and strategic investors, often as part of a recapitalization or a fleet-acquisition financing. It differs from a public offering by being negotiated bilaterally with named purchasers. Closing conditions typically include corporate approvals, regulatory clearance, and accuracy of the issuer’s representations at closing.