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£25M Facility Secured Against Vendor Loan Notes

Chris Davey PARTNER

Chris Davey

£25m Vendor Loan Note Facility to Support Business Exit
Chris Davey
PARTNER

Chris Davey

  • Client: UK-based ultra-high-net-worth entrepreneur
  • Challenge: Releasing liquidity against vendor loan notes following a business sale while preserving deferred consideration
  • Loan Amount: Circa £25 million short-term facility secured against vendor loan notes

A UK-based ultra-high-net-worth entrepreneur approached Enness Global following the sale of a construction business. A significant proportion of the sale proceeds was structured as deferred consideration through vendor loan notes, enabling the transaction to complete while delaying access to a substantial portion of the sale proceeds. The client sought a short-term funding solution to release liquidity for personal financial planning and future investment opportunities without disrupting the agreed sale structure.

The transaction presented several complexities. Borrowing against vendor loan notes arising from a live mergers and acquisitions transaction falls outside the appetite of many traditional lenders due to the specialist nature of the underlying security and the reliance on future deferred payments. The borrowing entity was also the client's personal holding company, requiring a lender capable of accommodating bespoke security arrangements and coordinating closely with legal and corporate advisers throughout the transaction.

Leveraging relationships with specialist capital providers, Enness Global identified a family office able to structure a circa £25 million facility secured against the vendor loan notes. The proposed 12-month facility was designed to align with the anticipated receipt of the deferred consideration while providing immediate liquidity and preserving the economic value of the underlying transaction. Close coordination between legal advisers, corporate finance teams and the lender helped ensure the financing structure aligned with the wider transaction timetable.

This case demonstrates how specialist structured finance can provide liquidity solutions against non-traditional assets where conventional lending options may be limited. By sourcing a lender experienced in bespoke corporate-backed facilities, Enness Global delivered a funding structure aligned with the client's wider financial and investment objectives.

Disclaimer

This case study is provided for illustrative purposes only and does not constitute financial, legal, tax or investment advice. The client scenario has been anonymised and certain details have been generalised to protect confidentiality. Finance is subject to status, underwriting, valuation, asset suitability and lender criteria. Loan amounts, lending structures and terms are indicative only and may vary depending on individual circumstances and market conditions. Enness Global acts as a credit broker and not as a lender.

Risk Warning

Borrowing secured against corporate assets or deferred consideration carries risks and may not be suitable for all borrowers. Failure to meet repayment obligations may result in the enforcement of security provided under the facility.

Information contained in our case studies is for market and illustrative purposes only. In some cases, these may be made up of multiple cases and are for illustrative purposes only.

Some case studies are made up of enquiries that have come into the business, not all business completes, and the posting of a case study does not represent a completed piece of business.

Property values can fall as well as rise, and you may not get back the amount originally invested. Property investments can be illiquid and may take time to sell. Where borrowing is used, your property may be repossessed if you do not keep up repayments on a mortgage or other loan secured against it.