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Private Equity Purchase Agreement for the United Kingdom

Private Equity Purchase Agreement Template for England and Wales

A Private Equity Purchase Agreement under English and Welsh law is a comprehensive legal document that governs the acquisition of a company or business by a private equity investor. It details the terms of the transaction, including purchase price, payment mechanisms, warranties, indemnities, and post-completion obligations. The agreement is structured to protect the investor's interests while providing clear mechanisms for the transfer of ownership and management of the target business.

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Private Equity Purchase Agreement

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What is a Private Equity Purchase Agreement?

The Private Equity Purchase Agreement is a crucial document used in corporate acquisitions where a private equity fund or investor acquires a significant stake or complete ownership in a target company. Under English and Welsh law, this agreement serves as the primary transaction document, incorporating detailed provisions for the purchase mechanism, warranties about the business, indemnities, and often complex pricing structures including earn-outs or performance-based considerations. It's particularly important for establishing clear rights and obligations of all parties, protecting the investor's interests, and setting out the framework for post-completion management and operation of the business.

What sections should be included in a Private Equity Purchase Agreement?

1. Parties: Identification and details of all parties to the agreement

2. Background/Recitals: Context and purpose of the transaction

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including price and assets/shares being purchased

5. Completion: Timing and mechanics of closing the transaction

6. Warranties and Representations: Statements of fact about the business and shares/assets

7. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

What sections are optional to include in a Private Equity Purchase Agreement?

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Management Arrangements: Required when existing management will continue post-completion

3. Non-compete Provisions: Used to restrict seller's future competitive activities

4. Transitional Services: Needed when seller will provide services post-completion

What schedules should be included in a Private Equity Purchase Agreement?

1. Warranties: Detailed warranties about the target business

2. Properties: Details of real estate owned or leased

3. Material Contracts: Key business agreements

4. Intellectual Property: List of IP rights owned or licensed

5. Employees: Details of key employees and their terms

6. Completion Obligations: Actions required at completion

7. Tax Covenant: Specific tax indemnities and provisions

Authors

Alex Denne

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

Jurisdiction

England and Wales

Cost

Free to use
Relevant legal definitions








































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Industries

Companies Act 2006: Primary legislation governing company operations including share transfers, directors' duties, company registration requirements, and share capital regulations

Financial Services and Markets Act 2000: Regulates financial promotion rules, regulated activities, and investment requirements in financial services sector

Enterprise Act 2002: Covers competition considerations and merger control provisions for business combinations

FCA Regulations: Regulatory framework governing regulated entities and compliance requirements set by the Financial Conduct Authority

Takeover Code: Regulations applicable to public companies or private companies with public securities during acquisition processes

Income Tax Act 2007: Tax legislation governing income tax implications of private equity transactions

Corporation Tax Act 2010: Legislation covering corporate tax aspects of private equity deals

Taxation of Chargeable Gains Act 1992: Governs capital gains tax implications in private equity transactions

TUPE Regulations 2006: Transfer of Undertakings regulations protecting employment rights during business transfers

Employment Rights Act 1996: Fundamental employment legislation protecting workers' rights during corporate transactions

UK GDPR: Data protection regulations governing the processing and transfer of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection requirements, complementing UK GDPR

Money Laundering Regulations 2017: Anti-money laundering requirements for financial transactions and business combinations

Proceeds of Crime Act 2002: Legislation preventing the use of criminal proceeds in business transactions

Competition Act 1998: Primary legislation governing competition law and anti-competitive practices

Enterprise and Regulatory Reform Act 2013: Reformed competition law framework including changes to merger control regime

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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