Promissory note loan

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A promissory notes (often shortened promissory note called; English debenture ; related but not meaningless same English words are loan bonded , promissory note and debenture bond ) is a loan that the borrower by large institutional investors as lenders will be granted without the organized capital market in Must take.


It is named after the borrower's note , whose role in borrower's note loans is taken over by the loan agreement . In addition to bank loans and bonds, it represents another form of (long-term) debt financing for companies .

The loan agreement issued as a promissory note is not a security and is therefore hardly fungible , but can be transferred by assumption of debt or assignment . The promissory note loan is designed so that it comes as close as possible to a security.

Legal issues

In terms of content, the promissory note loan is a loan in accordance with Section 488 (1) BGB . In a loan agreement - even as for normal loans - loans taken all legal agreements. This loan agreement also functions as a promissory note according to Section 344 (2) of the German Commercial Code , which has some special features. A promissory note is that is requires that the him issuing debtor the merchant's property after § 1 has HGB. The loan agreement issued as a promissory note is a document that is intended to prove the existence of an obligation. The respective creditor is entitled to ownership of the promissory note ( Section 952 (1) BGB). In the process , the borrower's note personally signed by the debtor provides full evidence of the debtor's declaration ( § 416 ZPO ). If the debtor repays his liability , he can request the return of the promissory note against receipt ( Section 371 sentence 1 BGB).

Contract partner

As a rule, credit institutions act as lenders and conclude a loan agreement with the debtor , who must be a company with an impeccable credit rating . After taking out the loan on which the borrower's note loan is based, the credit institutions can take all or part of the loan into their own books or transfer it to investors - typically large investors such as insurance companies , pension funds and social security agencies. Conversely, credit institutes or credit institutes with special tasks can also be debtors of promissory note loans, in which case the exhibitors are also major investors such as capital collection agencies. Another borrower was once the public sector . At the end of 1981, borrower's note loans accounted for 58 percent of total federal debt, and 75 percent for local authorities. From 1986 onwards the securities debt advanced again.

Insurance companies began in Germany in 1935 with borrower's note loans as a form of investment within the scope of the cover pool. Today it is used by medium-sized companies and large-scale industry as a supplementary financing instrument alongside bank loans and corporate bonds . It is particularly attractive for companies that, due to their size, are not eligible for issuing corporate bonds or do not want to be rated by a rating agency . The promissory note loan is one of the private placements in Germany because the loan agreement is concluded over the counter.


The loan agreement as a promissory note is not a fungible security like a bearer bond . The transfer of a promissory note loan to new creditors is only possible in the form of a contract takeover or an assignment according to §§ 398 ff. BGB. The promissory note loan, unlike the bond, is not standardized, which also limits its tradability. Since the right of assignment applies to the transfer, the debtor does not have to consent to an assignment, unless the loan agreement contains corresponding agreements.


Borrower's note loans typically have a term of 2 to 10 years and are usually issued for an amount in the range of € 10–200 million, particularly often € 50–150 million. The denomination is at least € 50,000, usually € 500,000.

The interest rate on a borrower's note loan is usually around 0.25 to 0.5 percentage points above the interest rate on a comparable bond; the premium rewards the lack of fungibility or low liquidity . With favorable market conditions (especially in recession phases), interest rates below bond level are also possible.

Borrower's note loans can be unsecured or secured (see coverage ), whereby the realization of a secured borrower's note loan is not legally easy. According to BaFin's regulations on the cover pool eligibility ( security assets ) , borrower's note loans are eligible for cover pool if certain requirements - including those relating to creditworthiness - are complied with.

The repayment can theoretically be designed freely. In practice, promissory note loans are almost always structured as bullet loans, as promissory note loans with regular repayment are neither in the interests of institutional investors nor in the interests of most issuers.

Usual side agreements ( English covenants ) are negative declarations , change of control , pari passu clause and cross default clause .


Borrower's note loans are shown as liabilities in the balance sheet item Other liabilities in accordance with Section 266 (3) C 8 HGB. However, if they were granted by credit institutions as creditors, they are to be shown in the balance sheet item Liabilities to credit institutions in accordance with Section 266 (3) C 2 HGB. Owing to their generally long-term nature, the creditor reports promissory note loans under the balance sheet item other loans ( Section 266 (2) A III 6 HGB).

Institutional investors accounted for promissory notes according to IAS 39 under "loans and receivables" ( English as loans and receivables ) at amortized cost , which makes promissory notes balance sheet an attractive investment from an investor's point of view. The Solvency II supervisory regime requires a different valuation for accounting according to the principle of fair value (Article 75 of Directive 2009/138 / EC).


  • Greater flexibility compared to industrial bonds .
  • Lower minimum volume
  • Borrower's note loans can also be taken out by non-issuable companies.
  • Special credit conditions are a matter of negotiation, e.g. B. Provision or repayment modalities
  • Low additional costs of around 0.2 to 0.5 percent of the capital raised; Additional costs of up to 2 percent can occur due to the fixed costs if the issue volume is very low.


  • As a rule, early repayment of the loan is not possible.
  • Higher interest burden. This is usually compensated by the fact that costs can be saved compared to the financing alternatives (issue, coupon redemption commission, drawing and course maintenance costs)

Economical meaning

In Germany, the market volume for promissory note loans in 2012 was 72.4 billion euros. In contrast, the volume of corporate bonds excluding banks was around 241 billion euros. The issue volume of promissory note loans in 2012 was 12.1 billion euros.

The countries whose companies traditionally take out promissory note loans - such as Germany, Switzerland and Austria - are increasingly joined by companies from France, Belgium, the Netherlands, Italy, Finland and the United Kingdom. The promissory note loan is enjoying increasing popularity among third countries, especially in Brazil, Israel and Norway. It is characterized by the demand for long maturities and a diversification of currencies. According to the FAZ , there was a record volume of new corporate borrower's note loans in 2016 . 27 billion euros of this were newly issued. German companies traditionally lead with a share of 52.3 percent. Behind are companies from Austria (12.4 percent), France (11.1 percent) and Switzerland (9.5 percent). According to this, the companies from the Benelux countries are the most important issuer group.


  • Robert Koller: Schuldscheindarlehen - introduction and overview . 2014 ( Simmons & Simmons LLP [PDF; 928 kB ; accessed on January 29, 2017] Excerpt from Ekkenga, Schröer: Handbook of AG Financing).
  • Günter Wöhe , Ulrich Döring : Introduction to general business administration. 22nd revised edition. Verlag Vahlen, Munich 2005, ISBN 3-8006-3254-3 , p. 676 ( Vahlen's handbooks of economic and social sciences ).
  • Jean-Paul Thommen , Ann-Kristin Achleitner : General business administration. Comprehensive introduction from a management-oriented point of view. 5th revised and expanded edition. Verlag Gabler, Wiesbaden 2006, ISBN 3-8349-0366-3 , pp. 567f.
  • Antoine R. Cuny de la Verryère: L'opération de crédit Schuldscheindarlehen - Qualification juridique d'un instrument de financement allemand , dissertation, Université Paris-Ouest Nanterre La Défense, 2013; Le financement promissory note: Analyze d'un financement alternatif allemand en plein essor, Larcier Business, 2014.
  • Habersack, Mülbert, Schlitte: Corporate financing on the capital market , 3rd edition. Publishing house Dr. Otto Schmidt, Cologne 2013, ISBN 978-3-504-40096-5

Web links

  • Promissory note loan. In: Archived from the original on December 30, 2015 ; Retrieved on May 26, 2019 (specialist article by an investment banker on promissory note loans with a comparison of SSDs versus bonds and bank loans).

Individual evidence

  1. Jacqueline Poh: How a Little-Known German Debt Product May Flourish After Brexit. In: Bloomberg. November 2, 2017, accessed August 27, 2018 .
  2. Jacqueline Poh: A Once-Hidden Credit Market Has Tripled in Recent Years. In: Bloomberg. July 10, 2018, accessed on August 27, 2018 .
  3. Robert Koller: Schuldscheindarlehen - Introduction and overview . 2014 ( Simmons & Simmons LLP [PDF; 928 kB ; accessed on January 29, 2017] Excerpt from Jens Ekkenga / Henning Schröer (eds.), Handbook of AG Financing). P. 1177 f.
  4. Verlag Dr. Th. Gabler, Gabler Banklexikon , 1988, Sp. 1840
  5. Wilfried Stadler, Die neue Unternehmensfinanzierung ... , 2004, p. 184
  6. Robert Koller: Schuldscheindarlehen - Introduction and overview . 2014 ( Simmons & Simmons LLP [PDF; 928 kB ; accessed on January 29, 2017] Excerpt from Jens Ekkenga / Henning Schröer (eds.), Handbook of AG Financing). P. 1178
  7. Robert Koller: Schuldscheindarlehen - Introduction and overview . 2014 ( Simmons & Simmons LLP [PDF; 928 kB ; accessed on January 29, 2017] Excerpt from Jens Ekkenga / Henning Schröer (eds.), Handbook of AG Financing). P. 1180.
  8. ^ Federal Association of Public Banks in Germany, Das Schuldscheindarlehen , February 2016, p. 14.
  9. Markus Frühauf: Foreign countries discovered the promissory note. In: Frankfurter Allgemeine. May 3, 2017, accessed December 11, 2018 .