CHICAGO – April 1, 2026 – Charles C. Calloway, Jr., a Finance Practice shareholder of global law firm Greenberg Traurig, LLP, co-chaired the American College of Investment Counsel’s (ACIC) effort to modernize its Model Form Note Purchase Agreements.
The updated forms, now published by the ACIC, reflect a two-year effort designed to align with current private placement market practices, evolving investor expectations, and developments in applicable law. The ACIC, which was founded in 1981, serves as a central forum for legal professionals specializing in the area of major institutional investment financing.
“These model forms serve as foundational documents for the $22 trillion private placement market, providing widely used starting points for allocating risk between issuers and investors, documenting covenants, and structuring long-term capital,” said Calloway, who served as co-chair of the ACIC’s Transactions Process Management Committee. “Because of their broad adoption, even targeted updates can have a meaningful influence on market practice, negotiation dynamics, and transaction efficiency across the industry.”
The updates to all four current ACIC model forms align with current market trends, evolving buy-side expectations, and legal and regulatory developments. Calloway served as co-chair of the committee leading the effort, along with ACIC President Bryan Cho. The process incorporated extensive input from leading institutional investors, law firms, and investment banks.
“This update was deliberately collaborative and practical,” Calloway said. “We brought together a broad cross-section of the market to identify where the forms were creating friction or no longer reflected how transactions are being executed, and then we translated that input into clear, usable language. Our goal was straightforward: improve alignment with current practice while preserving the model forms’ core function as a reliable baseline for fair, efficient documentation.”
Other Greenberg Traurig attorneys who assisted throughout the process included Chicago Shareholder and Co-Chair of the Finance Practice Charles J. Kolin, and Corporate Shareholders Julia J. Singh and Eric W. Larson.
Key updates to the ACIC model forms include:
- Refined closing deliverables and mechanics, including antifraud microdeposit-related language and closing deliverables such as debt ratings and offeree letters.
- Expanded issuer representations addressing Securities Act Rule 502(c), OFAC-related coverage including the U.K., and Investment Company Act considerations.
- Refreshed investor eligibility concepts through an updated accredited investor representation.
- Added new model frameworks for change-of-control prepayment offers and asset sale prepayment and covenant provisions.
The updated ACIC Model Form Note Purchase Agreements can be found here.