In the UK this is a bond secured by a prior claim on the assets of the issuer or, in some circumstances, by specific assets of the issuer. A debenture holder is entitled to appoint a receiver if necessary.

Restructuring & Insolvency analysis: In this recent decision, Deputy ICC Judge Baister directed that a debenture which had been granted by VE Global UK Ltd (the Company) in December 2021, and subsequently amended in January 2022, was void under section 859H of the Companies Act 2006 (CA 2006) against the joint administrators of the Company. The court declared the debenture to be void even though it had purportedly been registered with Companies House, and a certificate confirming registration of a charge issued by the registrar of companies. While a certificate is ordinarily ‘conclusive evidence’ that the documents required to be delivered to the registrar have in fact been delivered, the court looked behind the certificate in this case, as the debenture was not delivered to Companies House when the certificate confirming registration of the charge was sought. Written by Yasseen Gailani, partner, and Daniel Freund, associate, Quinn Emanuel Urquhart & Sullivan UK LLP.

This Practice Note highlights key drafting, negotiation and legal points for a standard bilateral debenture granted in respect of a specific transaction with one security provider. However, it can also be used for syndicated and all monies debentures and where there are multiple security providers. The security provider in this Practice Note is referred to as the Chargor and the secured party as the Lender. This Practice Note also provides pointers to some frequently asked questions. A debenture is typically taken where the lender wishes to take security over all assets in a company. For introductory information on debentures, including what is meant by a debenture and who can grant a debenture, see Practice Note: Key features of debentures. For a more general introduction to drafting and negotiating security documents, including how to find a suitable precedent and initial considerations, see Practice Note: How to draft and negotiate security documents in loan transactions. Debentures can be structured differently from each other, but will include similar clauses and often follow the same basic format.

This Deed is made on [insert day and month] 20[insert year] Parties 1 THE COMPANIES identified in Schedule 1 (each a Chargor and together the Chargors); and 2 [insert name of Security Agent] as security agent and trustee for the Finance Parties on the terms and conditions set out in the [Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed] (the Security Agent). Recitals: (A) The Finance Parties have agreed to make available loan facilities on the terms and conditions set out in the Facilities Agreement (as defined below). (B) It is a condition precedent to the availability of the loan facilities that each Chargor enter into this Deed for the purpose of providing security in favour of the Security Agent in respect of the Secured Obligations (as defined below). IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions In this Deed, unless otherwise provided: [Additional Chargor • means a member of the Group which becomes an Additional Chargor in accordance with Clause 28 (Accession of an Additional Chargor);] [Blocked Bank Account • means each bank account designated as a ‘Blocked Bank Account’ with: (a) account number [insert

This Deed is made on [insert day and month] 20[insert year] Parties 1 THE COMPANIES identified in Schedule 1 (each a Chargor and together the Chargors); and 2 [insert name of Security Agent] as security agent and trustee for the Finance Parties on the terms and conditions set out in the [Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed] (the Security Agent). Recitals (A) The Finance Parties have agreed to make loan facilities available on the terms and conditions set out in the Facilities Agreement to the Principal Obligors (as defined below). (B) [It is a condition precedent to the availability of the loan facilities that each Chargor enter into this Deed for the purpose of providing security in favour of the Security Agent in respect of the Secured Obligations (as defined below). OR The Chargors have agreed to provide security in favour of the Security Agent in respect of the Secured Obligations (as defined below).] It is agreed as follows: 1 Definitions and interpretation 1.1 Definitions In this Deed, unless otherwise provided: [Additional Chargor • means a member of the Group which becomes an Additional

This Deed is made on [insert date] 20[insert year] Parties 1 [Insert name of Chargor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Chargor); and 2 [insert name of Lender] of [insert address] (the Lender). Recitals: (A) The Lender provides facilities to the Chargor under various financing arrangements. (B) It is a condition of the Lender making the facilities available to the Chargor that the Chargor enter into this Deed in favour of the Lender. IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions In this Deed, unless otherwise provided: [Blocked Bank Account • means the bank account designated the ‘Blocked Bank Account’ with account number [insert account number] and sort code [insert sort code] and maintained by the Chargor with [the Lender OR [insert name of third party bank]] (and any replacement account or subdivision or subaccount of that account);] Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Financial Indebtedness • means indebtedness arising from: (a) borrowing (including overdrafts) and amounts raised that have the commercial effect of borrowing; (b) any

This Deed is made on [insert date] 20[insert year] Parties 1 [Insert name of Chargor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Chargor); and 2 [insert name of Lender] of [insert address] (the Lender). Recitals: (A) The Lender has agreed to make available a loan facility to the Chargor on the terms and conditions set out in the Facility Agreement (as defined below). (B) It is a condition precedent to the availability of the loan facility that the Chargor enters into this Deed for the purpose of providing security in favour of the Lender in respect of the Secured Obligations (as defined below). IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions In this Deed, unless otherwise provided: [Blocked Bank Account • means the bank account designated the ‘Blocked Bank Account’ with account number [insert account number] and sort code [insert sort code] and maintained by the Chargor with [the Lender OR [insert name of third party bank]] (and any replacement account or subdivision or subaccount of that account);] Facility

The debt is the amount payable to fund a scheme shortfall when an employer stops participating in the scheme.

Debt instruments constituted by a deed under which the borrower agrees with a creditor to repay a loan, usually with interest, within a given time frame.

When a consumer falls into arrears or defaults under a consumer credit agreement, the lender may seek to recover the debt itself or may instruct a third-party debt collection firm to pursue payment. Alternatively, a consumer experiencing financial difficulties may seek assistance from a debt advice or debt management firm, which may advise on or assist with arrangements for repaying or otherwise dealing with their debts, including through a debt management plan. This Practice Note examines the rules that debt management firms must follow under Chapter 8 (Debt Advice) of the Financial Conduct Authority’s (FCA’s) Consumer Credit sourcebook (CONC) when dealing with customers. It covers the application of CONC 8, including conduct standards for providing advice, pre-contract information and advice requirements, debt solution contracts, debt management plans, rules for debt packagers and the use of lead generators. For information about the FCA's approach to arrears and default, see Practice Note: Consumer credit: rules relating to arrears, default and recovery. FCA regulatory expectations Consumer Duty The FCA’s Consumer Duty, which came into force on 31 July 2023, is particularly

A debt management solution introduced by the Scottish Government and accessed through an approved money advisor. It allows the debtor more time for repayments free from the threat of enforcement (diligence) or bankruptcy.

This Practice Note provides high level information on debt buy-backs under loan documentation. It discusses what is meant by a debt buy-back before moving on to issues that can arise on debt buy-backs and how the Loan Market Association (LMA) deals with debt buy-backs in its standard form documentation. More detailed information on debt buy-backs, including structuring considerations, can be found in Article: Structuring loan buybacks—(2021) 5 JIBFL 337. Debt buy-backs can be of loans or bonds. This Practice Note discusses the buy-back of loans only. For information on the buy-back of bonds, see Article: Debt buy-backs and the weakening of bondholder protection (2020) 5 JIBFL 310. What is a debt buy-back? Debt buy-backs in a lending context typically refer to the purchase of debt in the secondary market by a sponsor (or an affiliate of the sponsor) or a member of the borrowing group in a leveraged credit controlled by the sponsor. The key reasons why a borrower or sponsor may wish to buy back debt in the group are: • where the debt buy-back is carried