Non-vesting debt meaning

This checklist highlights the principal tax considerations when handling distressed corporate debt, addressing in turn: acquisitions of non-performing loans debt restructurings (ie waivers, debt/equity swaps and renegotiations) enforcement of debts For fuller analysis of the points signposted here, see Practice Notes: Tax and distressed debt—acquisitions of non-performing loans Tax and distressed debt—debt restructurings Tax and distressed debt—enforcement actions available to creditors Acquisitions of non-performing loans This part summarises the tax considerations when a buyer takes on existing UK debt at a discount to face value: Where should the purchaser be located? will interest paid by the borrower to the purchaser be subject to withholding tax? if the purchaser is non-UK resident, can relief be obtained under a double tax treaty? to what extent will amounts received from borrowers be chargeable on the purchaser? How will the debt...

This Checklist outlines the principal steps a creditor should take to secure and execute a charging order against land, with clear pointers to fuller guidance provided at each stage. Preliminary considerations Confirm there is an appropriate judgment debt, verify the debtor holds an interest in land, and also weigh any other practical matters. See Practice Notes: Charging orders and orders for sale—practical considerations Charging orders—what are they and when to use them—CPR 73 Application Decide if the application has to be filed with the Civil National Business Centre. See: Charging orders—is this a CNBC or non-CNBC case?—flowchart...

THIS CHECKLIST APPLIES TO MULTI-EMPLOYER DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES General For an employer leaving an underfunded defined benefit occupational scheme, apportionment arrangements provide an option other than paying an s 75 debt in full when an employment-cessation event occurs. There are three forms of apportionment arrangement: scheme apportionment arrangement (SAA) regulated apportionment arrangement (RAA) flexible apportionment arrangement (FAA) The statutory requirements for apportionment are prescribed in the Employer Debt Regs, SI 2005/678, regs 6B, 6E and 7A, together with the definitions in reg 2(1). The Pensions Regulator (TPR) has produced guidance to help employers and trustees understand the available approaches for addressing s 75 debts, including apportionment arrangements. If an apportionment arrangement could adversely affect a scheme’s ability to meet its pension liabilities, the exiting employer and the remaining employers should consider seeking clearance from TPR...

In this issue: Lending Security Debt capital markets Derivatives Cryptoassets Daily and weekly news alerts New and updated content Useful information Lending Nova Leipzig Sarl v Gravity Fitness Ltd [2025] EWHC 1262 (Comm) An application to the Commercial Court sought a stay on the basis of forum non conveniens. The court held that Gravity Fitness Limited, an English company, had not satisfied its burden on the ‘More Appropriate Forum’ question. The defendant’s reliance on the potential application of German law was insufficient to establish that Germany was a more suitable forum than England, whether viewed from the parties’ interests or the broader interests of justice. Security Brooke Homes (Bicester) Ltd v Portfolio Property Partners Ltd (in administration) [2025] EWHC 1305 (Ch) This dispute examines equitable rights and duties between secured creditors after development land was sold by the first-ranking mortgagee, Desiman. The second-ranking creditor, Brooke Homes, sought an equitable account and pressed...

In this issue: Companies and corporation tax Stamp taxes VAT Individuals and income tax Taxes management and litigation Employment taxes Budget and Finance Bills Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies and corporation tax Court of Appeal decides interest on intra-group loans not restricted under transfer pricing rules but debits disallowed under unallowable purpose rule (BlackRock Holdco 5, LLC v HMRC) BlackRock Holdco 5, LLC v HMRC [2024] EWCA Civ 330 considers whether, for UK tax purposes, interest on intra‑group borrowing put in place to help fund a commercial acquisition is deductible. Two principal points were before the Court of Appeal: the transfer pricing analysis and the loan relationships unallowable purpose question. On the transfer pricing limb, the Court of Appeal allowed the taxpayer’s appeal. As a result, deductions for interest on the intra‑group loans were not curtailed by the transfer...

Financial services developments ESMA consults on CCP collateral and investment policy standards following EMIR 3 review The European Securities and Markets Authority (ESMA) has initiated a public consultation on draft regulatory technical standards (RTS) to amend Commission Delegated Regulation 153/2013, following the European Market Infrastructure Regulation (EMIR 3) review. The call for input invites feedback on: conditions for central counterparties (CCPs) to accept public guarantees, public bank guarantees and commercial bank guarantees as collateral; criteria under which debt instruments qualify as eligible financial instruments within CCP investment policy; highly secured arrangements for emission allowances lodged as margins or default fund contributions. EMIR 3 makes permanent a broader range of guarantees eligible as collateral and extends scope to clients of CCPs that are non-financial counterparties. The consultation closes on 30 April 2026, with ESMA submitting final draft RTS to European Commission by end-2026...

Stop Press: Section 49 and Schedule 7 of the Finance Act 2026 revise the UK’s domestic rules on UK permanent establishments of non-UK companies, applying to accounting periods (for corporation tax) and tax years (for income tax) that start on or after 1 January 2026. The measures update both the definition of a UK permanent establishment and the methodology for attributing profits to a UK permanent establishment, each intended to align more closely with the OECD Model Tax Convention. They also adjust how the investment manager exemption operates. For further details, see News Analysis: Budget 2025—Tax analysis — International. A non-UK resident company trading in the UK may either incorporate a UK subsidiary or trade through a permanent establishment (PE), commonly a branch. This Practice Note sets out the key UK tax considerations relevant to that choice, while recognising that tax is only one of several matters to be weighed...

This Practice Note looks at Term Loan B (TLB) facilities, which often feature as a senior tranche within syndicated loans in leveraged financings. TLBs are long-established in the US market and are increasingly seen in the European lending market for institutional investors. It examines the structure of a typical TLB and how it diverges from traditional European leveraged loans, before setting out the key features. This Practice Note assumes some understanding of leveraged finance. For introductory information, see: Introductory guide to acquisition finance. For explanations of common terms, see Practice Note: Glossary of acquisition finance terms and jargon. What is a Term Loan B? In lending markets, ‘Term Loan B’ or ‘TLB’ (short for Term Loan Bullet) describes a tranche of senior secured credit facilities made available to a borrower and intended to be syndicated in the institutional loan market. They are usually floating-rate term facilities with an actual or implied non-investment grade rating, a five to seven year maturity and either nominal amortisation of 1% per annum...

The use of invoice discounting and factoring of receivables as business finance has expanded markedly in the UK over the past 25 years. Introduction to receivables purchase transactions Invoice discounting and factoring fall within receivables purchase arrangements under which a supplier of goods and/or services (often called the seller or the supplier) transfers, typically by way of assignment, debts owed to it by the purchaser of those goods and/or services (commonly referred to as the buyer or the account debtor), usually together with all associated rights. These receivables purchases are frequently completed at a discounted purchase price. That said, receivables can also be acquired for an amount equal to their face value, with the supplier paying the purchaser a purchase fee. For a variety of reasons, suppliers may opt to sell receivables (on a no recourse or limited recourse basis) in preference to borrowing...

Dear [ insert name of authorised recipient on behalf of counterparty ], [ insert name of agreement ]: [ insert client name ] and [ insert counter-party name ] [ As you are aware, we OR We ] represent [ insert client name ] (our client). Our client and [ insert counter-party name ] ([ insert short name ]) entered into a [ insert agreement name ] dated [ insert date ] (the Agreement). We are instructed that [ insert counter-party short name ] is in breach of the Agreement for not remitting £[ insert amount ] (the Debt) to our client by [ insert due date ], as stipulated in clause [ insert number ]...

Without prejudice, save as to costs [ Sir OR Madam ], [ insert name of agreement ]: [ insert client name ] and [ insert counter-party name ] We refer to our [ open ] correspondence [ of today’s date ] (the termination notice) concerning the [ insert agreement name ] dated [ insert date ] (the Agreement) between [ insert client name ] (our client) and [ insert counter-party name ] ([ insert counter-party short name ]). As explained in the termination notice, our client brought the Agreement to an end [ in accordance with Clause [ insert number ] OR by accepting [ insert counter-party short name ]’s repudiation of the Agreement ]. The termination ensued from [ insert counter-party short name ]’s breach of the Agreement, as set out in [ our earlier letter dated [ insert date ] (breach notice) and ] the termination notice (the breach). Our client maintains entitlement to payment of the Debt [ , including [ statutory...

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of lender ], a company incorporated in [ England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert address ]; [ Insert name of lender ], a company incorporated in [ England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert address ]; [ Insert name of lender ], a company incorporated in [ England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert address ] (each a Committee Member and together the Committee Members) whose contact details are set out in Schedule 1; [ Insert name of the debtor company ], a company incorporated in [ England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert...

The nature of joint and several liability As outlined in the Practice Note on joint, several, and joint and several liability, joint and several liability arises when two or more parties to the same contract give a promise to the same person, while, at the same time, each of them separately makes that identical promise to that same person, within the same contractual arrangement...

We have been unable to locate any case law on the exact matter raised in your query at this time. Nevertheless, please kindly consider the following further details, which you may find helpful. When the Pre-Action Protocol for Debt Claims (the Protocol) applies The Pre-Action Protocol for Debt Claims (effective from 1 October 2017) is engaged when a business—such as a sole trader or public body—seeks recovery of a debt from an individual, including a sole trader. It is inapplicable to business-to-business debts except where the debtor is a sole trader (Pre-Action Protocol for Debt Claims, para 1.1)...