In the complex world of secured lending, share pledge enforcements represent a critical yet often misunderstood aspect of financial transactions. Understanding the mechanics of these enforcements, particularly the importance of an independent and robust fair value assessment, is crucial for both lenders and borrowers navigating challenging economic climates.

In recent years, economic turbulence and higher interest rates have triggered several enforcements across geographies and sectors, confirming the importance of a strong valuation process.

A share pledge is a common mechanism used to secure a loan, where a borrower pledges shares of a company as collateral. If the borrower defaults on the loan agreement, the lender, typically a financial institution or alternative lender, has the right to enforce the pledge. This enforcement process allows the lender to take control of and potentially sell the pledged shares to recover the outstanding debt.

Luxembourg is amongst the top destinations for share pledges, as regulation allows enforcement to be conducted out of court, with efficiencies in both timescales and cost.

Below is a typical “Double Luxco” structure, in which two Luxembourg companies are interposed between the shareholders and the pledged company.

A critical element of a share pledge enforcement is determining the fair value of the pledged shares. This valuation is not merely a technical exercise; it serves as the foundation for a transparent and equitable process, protecting the interests of both lenders and borrowers. The valuation process needs to ensure a proper computation of the value of the asset, as well as due consideration of the specificities of the financing arrangements in place, including the value waterfall and seniority of the liabilities.

An independent and defensible fair value assessment is essential for several reasons:

• Protecting lender interests: A robust valuation ensures that the lender can recover the outstanding debt by demonstrating the realizable value of the collateral.
• Safeguarding borrower rights: An independent valuation protects borrowers from potential undervaluation of their assets, ensuring they receive fair treatment during the enforcement process.
• Ensuring contractual compliance: Share Pledge Agreements often mandate an independent valuation to ensure transparency and fairness in share pledge enforcements.

An independent valuation is usually required by Share Pledge Agreements and is relevant for:

• Disputes and legal challenges: Biased valuations can trigger lengthy and costly legal battles between lenders and borrowers.
• Reputational damage: A lack of transparency in the valuation process can damage the reputation of both lenders and borrowers, impacting future transactions and stakeholder trust.

Parties involved in a share pledge enforcement need an advisor that provides trusted independent valuation services which are accurate, transparent and defensible. Qualities to look for include:

• Constant interaction with your legal advisors: There should be full and regular communication with your legal advisors through the process to ensure proper understanding of the Share Pledge Agreement and potential impacts on the valuation exercise.
• Deep industry expertise: Deep industry knowledge is needed across a wide range of sectors, enabling the advisor to provide accurate and reliable valuations for even the most complex businesses.
• Robust methodologies: Rigorous valuation methodologies must be employed that adhere to international standards and best practices in order to deliver defensible valuations.
• Clear and concise reporting: Findings should be communicated in a clear, concise and transparent manner, providing stakeholders with a comprehensive understanding of the valuation process as well as the impact of the structuring of specific items.

Share pledge enforcements are often complex and emotionally charged situations. Having a trusted advisor with deep valuation expertise and an unwavering commitment to independence is paramount. KPMG's team of valuation professionals in Luxembourg works with major law firms at both global and local levels, providing the expertise and support you need to navigate these challenging situations with confidence – ensuring a fair and transparent process for all parties involved.

Contact KPMG today to discuss your share pledge enforcement needs and let our expertise guide you through the process.