£25M Facility Secured Against Vendor Loan Notes

Key Details:

• Circa £25 million short-term facility secured against vendor loan notes from M&A transaction
• Immediate liquidity unlocked while preserving deferred consideration
• 12-month term, bespoke structuring for personal holding company
• Coordination with legal teams and corporate advisers critical for timing
• Solution delivered discretion, certainty of execution, and strategic flexibility

A UK-based ultra-high-net-worth entrepreneur required liquidity following the sale of a construction business. A substantial portion of the sale consideration was deferred via vendor loan notes, which enabled the purchaser to complete the acquisition but limited immediate access to funds. The client sought a circa £25 million facility secured against these vendor loan notes to support personal financial planning and upcoming strategic ventures.

The challenge lay in structuring against deferred consideration during a live M&A transaction. Traditional lenders were hesitant due to corporate credit risk and non-traditional collateral. The borrowing entity was the client’s personal holding company, necessitating bespoke security arrangements.

Enness sourced a family office to provide the facility. The circa £25 million, 12-month term solution was aligned precisely with the completion of the sale. Legal and corporate finance teams were coordinated to ensure documentation and timing aligned with the transaction. The client accessed funds immediately, preserved the economics of the deferred consideration, and retained strategic flexibility post-sale.