How to create syndicated capital raise broker agreement

[Andrew Rosenthal]

We are looking to raise both debt and equity for 50-100 million dollar projects in asia.  The debt is a fixed rate, lets say 10% and the equity has a fixed rate and a promote.    We are looking to create an all encompassing broker agreement that allows the broker to raise capital on an introductory basis, and collect introductory fee’s(1-2%).  We would also like the agreement to allow for the broker to syndicate out the raise, where they would be able to achieve a portion of the fixed rate of the promote if = their ‘term sheet’ matched our requirements, and the ultimate investors term sheet was less then the syndicated term sheet.  I am looking for concepts on how to write a syndicated broker agreement, sample contracts.

The broker can claim to be able to ‘syndicate’ but eventually may only perform as an introducing broker, and the contract should be clear on how to distinguish this

What is the method on how to distinguish the difference between the syndicators term sheet and the investors term sheet.  In some cases the syndicators term sheet will vary substantially from the actual investors terms, sometimes in materially economic ways, and sometimes in structural differences that may not be materially economic.  What are thoughts and suggestions on how to define the success of the syndicator agent that’s fair. 

Concerns, it takes us significant negotiation and time (many more months than promised) to sign a term sheet with the investor after signing with the syndicator.  This means we are heavily negotiating with the investor directly even though the syndicator promised us the investor had agreed to the terms and structure.

The structure varies slightly or significantly from the original syndicators term sheet in terms of economics, or structure.