Terms Offered for a Non-Recourse Loan Against Private Company Shares, With No Personal Guarantee

The client held shares in a substantial private company and wanted liquidity for short-term needs without selling the position outright. Their objective was to retain exposure to potential future growth while accessing cash sooner. The client also wanted to avoid pledging other assets or giving a personal guarantee.

Retaining exposure does not guarantee an increase in value. The proposed lender participation would also affect how future proceeds were shared.

The client needed a lender willing to consider private shares as the sole security and provide a non-recourse structure. The lenders considered through the conventional route did not meet those requirements. The client was unwilling to offer other assets, because that would defeat the purpose of borrowing against this shareholding.

Unlike listed shares, private equity has no continuously quoted public market price. Transfer restrictions, the company's performance and the rights attached to the shares can make underwriting and enforcement more complex.

Enness identified a lender willing to underwrite the underlying company and offer a non-recourse facility against the shares. The proposed arrangement included an equity incentive at maturity, linking part of the lender's return to the shareholding rather than relying solely on a conventional loan structure.

Repayment was intended to align with a future liquidity event, but the agreement determines the maturity date and what happens if no such event occurs. The case describes terms offered, not money already released.

Non-recourse describes lending intended to limit the lender's recovery to the agreed collateral, subject to the contract and any exclusions. In this case, the requested security was the private shareholding. The absence of a personal guarantee does not itself establish the full scope of the lender's rights.

Independent legal review should confirm recourse limits, representations, security arrangements, transfer provisions and any circumstances in which wider liability could arise.

“The client wanted liquidity from this shareholding without bringing their other assets into the arrangement. The key was finding a lender willing to assess the company and work within that security requirement.”

Charlie Bailey, Securities-Backed Lending Broker

EY reported on 6 January 2026 that 1,293 companies went public worldwide in 2025. An IPO is one possible route to liquidity for private shareholders, but this figure does not establish that this company will list or that its shares will become saleable before the loan matures.

The statistic is broad market context. This case study does not assume a planned IPO; any exit assessment must relate to the particular company and facility.

Private share lending raises questions about security, ownership and future proceeds. The answers below explain general considerations. They do not establish the terms of this offer or confirm that a lender will consider another shareholding. The signed agreement determines the rights and obligations.

Provide your contact details, approximate funding requirement and a short description of the company and shares. Detailed documents can follow through the appropriate confidential process.