March 12, 2023

UK Model Form Bridge Financing Documents

Goodwin has created Model Form Bridge Financing Documents to facilitate providing urgent capital to UK-based portfolio companies to enable them to make payroll and satisfy other immediate obligations.

These forms are for informational purposes only and do not constitute legal or any other advice on any particular matter.

Please note these are highly simplistic forms which do not necessarily provide adequate protection to the lender or adequately address situation-specific factors which could cause the loan to be recharacterised as an equity investment. In addition, lenders may wish to add company-specific restrictive covenants (for example, prohibitions on additional debt incurrence or a change of control), ongoing financial reporting obligations and/or other provisions. These forms do not address all usury law and/or choice of law considerations, nor have they considered lending licensing laws or all other applicable laws, regulations, considerations or implications. These forms do not address governance issues or whether any further shareholder approval or third-party consent is required for such transactions, nor do they address whether the bridge loan is a conflict of interest transaction or whether such transaction may trigger a rights offering. The forms are insufficient to grant a perfected or priority lien against any collateral, and additional filings and asset-specific actions would be necessary to accomplish such perfection.

You should consult with a solicitor qualified in England and Wales, as well as tax and other relevant advisors, rather than relying on these forms, and you should not use these forms without obtaining proper legal, tax, and other professional advice.

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