Due diligence checklist: share purchase

When do I use this document?

• secured loan agreement for a secured loan of a fixed amount to be drawn in a single advance
• for a borrower which is a company incorporated in England and Wales
• for a loan repayable on a single repayment date or in instalments

What are the key features?

• easy to edit, with 21 clauses over 13 pages
• single advance of specified loan amount
• regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest
• repayment either on a single repayment date or in instalments
• undertakings from the borrower, including to provide information to the lender and prohibition on granting security and additional borrowings
• events of default, including a failure by the borrower to repay the loan or interest, leading to the lender having the right to demand immediate repayment

What else do I need to know?

The security would need to be created and governed by a separate security document between the borrower and the lender, depending on the nature of the secured property or assets.  Examples of security documents include:

• a charge over property
• a charge over shares
• a debenture, containing fixed and floating charges over all of the borrower’s assets and undertaking

What other documents are available?

For a form of unsecured loan document, see

• Loan Agreement: unsecured

For forms of unsecured and secured facility agreements, for advances of loans in several lump sums, see

• Facility Agreement: unsecured
• Facility Agreement: secured