Subordinated Promissory Note for South Africa

Subordinated Promissory Note Template for South Africa

A Subordinated Promissory Note is a specialized debt instrument under South African law that combines the characteristics of a standard promissory note with subordination provisions. This document creates a legally binding obligation where the maker promises to pay a specified sum to the payee, but with the distinct feature that the payment obligations are subordinated to other specified senior debt. The note must comply with the South African Bills of Exchange Act and consider relevant corporate and financial services regulations. It typically includes detailed terms regarding interest, payment schedules, events of default, and the specific mechanics of subordination.

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What is a Subordinated Promissory Note?

The Subordinated Promissory Note is a crucial financing instrument in South African corporate and financial markets, commonly used when companies or individuals need to create tiered debt structures. This document is particularly relevant in scenarios where new debt needs to be subordinated to existing obligations, such as in corporate restructurings, expansion financing, or shareholder loans. The note must comply with South African law, particularly the Bills of Exchange Act and Companies Act, and typically includes specific provisions about the debt amount, interest rates, payment terms, and importantly, the subordination mechanics that determine its ranking relative to other debt obligations. It's essential for documenting debt obligations while protecting senior creditors' rights and establishing clear payment hierarchies.

What sections should be included in a Subordinated Promissory Note?

1. Parties: Identification of the Maker (Promisor) and Payee (Promisee) with full legal names and details

2. Background: Context of the debt obligation and subordination arrangement

3. Definitions: Key terms used in the note, including 'Senior Debt', 'Subordinated Debt', and payment-related terms

4. Promise to Pay: Unconditional promise to pay the principal amount, including the specific sum and currency

5. Interest: Interest rate, calculation method, and payment frequency

6. Subordination Terms: Terms of subordination to senior debt, including ranking and payment restrictions

7. Payment Terms: Payment schedule, method, and place of payment

8. Events of Default: Circumstances constituting default and consequences

9. Governing Law: Specification of South African law as governing law

10. Signature: Execution block with date and signature requirements

What sections are optional to include in a Subordinated Promissory Note?

1. Security: Details of any security or collateral provided - include if the note is secured

2. Transferability: Terms regarding whether and how the note can be transferred or assigned - include if transfers are to be permitted

3. Tax Provisions: Treatment of taxes and withholding - include if tax implications need to be addressed

4. Senior Creditor Rights: Specific rights of senior creditors - include if required by senior lenders

5. Acceleration: Circumstances allowing acceleration of payment - include if early payment provisions are needed

6. Representations and Warranties: Maker's representations about financial condition - include for complex commercial transactions

What schedules should be included in a Subordinated Promissory Note?

1. Payment Schedule: Detailed schedule of payment dates and amounts if installment payments are involved

2. Senior Debt Schedule: List of existing senior debt obligations to which this note is subordinated

3. Security Details: Details of any security or collateral if the note is secured

4. Calculation of Interest: Detailed methodology for interest calculation if complex interest provisions apply

Authors

Alex Denne

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

Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Corporate Finance

Real Estate

Manufacturing

Mining

Technology

Telecommunications

Healthcare

Retail

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Risk Management

Compliance

Credit

Executive Management

Company Secretariat

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Investment Manager

Credit Manager

Financial Controller

Debt Manager

Risk Manager

Company Secretary

Managing Director

Finance Manager

Compliance Officer

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

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