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Profit Participating Loan Agreement for the United Kingdom

Profit Participating Loan Agreement Template for England and Wales

A Profit Participating Loan Agreement under English and Welsh law is a sophisticated financing instrument that combines traditional debt characteristics with equity-like returns. It establishes the terms under which a lender provides funding to a borrower in exchange for both interest payments and a share of the borrower's profits. The agreement details the loan amount, profit-sharing mechanism, repayment terms, and various protections for both parties, all governed by the legal framework of England and Wales.

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What is a Profit Participating Loan Agreement?

The Profit Participating Loan Agreement is utilized when parties seek to establish a hybrid financing arrangement that combines debt and equity characteristics. This document, governed by English and Welsh law, is particularly valuable for growth companies seeking flexible financing options or for investors looking to participate in a company's success while maintaining creditor protections. The agreement covers crucial elements including profit calculation methodologies, payment hierarchies, and risk allocation, while ensuring compliance with relevant financial services regulations and corporate law requirements.

What sections should be included in a Profit Participating Loan Agreement?

1. Parties: Identification and details of the lender and borrower

2. Background: Context and purpose of the loan arrangement

3. Definitions: Key terms used throughout the agreement including financial, technical and legal definitions

4. Loan Amount and Purpose: Principal amount of the loan and permitted use of funds

5. Profit Participation Mechanism: Formula and calculation methodology for profit share component

6. Interest and Payments: Base interest rate, payment terms, and calculation periods

7. Repayment Terms: Principal repayment schedule, prepayment provisions, and conditions

8. Representations and Warranties: Standard assurances from borrower regarding legal, financial and operational status

9. Events of Default: Circumstances triggering default and consequences thereof

10. Covenants: Ongoing obligations of the borrower including financial and operational requirements

What sections are optional to include in a Profit Participating Loan Agreement?

1. Security: Details of any collateral or security arrangements when loan is secured

2. Guarantees: Third-party guarantee provisions when guaranteed by parent company or third party

3. Information Rights: Enhanced reporting requirements when lender requires detailed financial monitoring

4. Conversion Rights: Terms for converting loan to equity if convertible feature included

5. Change of Control: Provisions dealing with change in ownership or control of borrower

What schedules should be included in a Profit Participating Loan Agreement?

1. Profit Calculation Schedule: Detailed methodology and examples for calculating profit share component

2. Repayment Schedule: Detailed payment dates, amounts and allocation between principal and interest

3. Form of Drawdown Notice: Standard form for requesting loan disbursements

4. Security Documents: Details of security arrangements including forms of debenture or charge documents

5. Financial Covenants Schedule: Specific financial ratios, thresholds and calculation methodologies

6. Form of Compliance Certificate: Template for periodic certification of financial covenant compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions

















































Clauses































Industries

Companies Act 2006: Core company law legislation covering financial assistance, directors' duties, registration requirements for charges, and disclosure requirements

Financial Services and Markets Act 2000 (FSMA): Regulatory framework for financial instruments, classification of collective investment schemes, and financial promotion restrictions

Consumer Credit Act 1974: Consumer protection provisions and regulations applicable when lending to consumers or small businesses

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations governing security arrangements and financial collateral in lending agreements

Insolvency Act 1986: Legislation covering subordination provisions, treatment in insolvency, and corporate rescue procedures

Financial Services Act 2012: Updated regulatory framework and financial stability considerations for financial services

Tax Legislation: Including Corporation Tax Act 2009 and Income Tax Act 2007, covering taxation of profit participation elements and withholding tax considerations

Money Laundering Regulations 2017: Requirements for due diligence and reporting obligations in financial transactions

Contract Law: Common law principles, Unfair Contract Terms Act 1977, and Misrepresentation Act 1967 governing contractual relationships

European Retained Law: Post-Brexit retained EU regulations and cross-border considerations applicable to UK law

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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