# Player Co-Investment SPV — Subscription Agreement Skeleton

*One-line purpose: a clause-by-clause outline for the agreement by which an investor subscribes to a player co-investment special purpose vehicle.*

> **Review with legal counsel.** This is a structural outline, not legal, tax or investment advice. Player-linked investment vehicles touch securities regulation, federation rules on third-party influence, and tax law. Engage a qualified lawyer (and, where relevant, the federation/league compliance office) before offering this to any investor. Structure must comply with FIFA/RFEF rules — the vehicle must never confer influence over transfer or sporting decisions.

## How to use

Use this skeleton to brief counsel and to check that every commercial term agreed with investors has a home in the document. Fill the placeholders in Sections 2–6 before the legal review so counsel drafts from your economics rather than inventing defaults. Every subscription must be logged in the cap-table register (see companion template) on the day of signature.

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## Parties

- **Vehicle:** [SPV LEGAL NAME], a [LEGAL FORM, e.g. S.L.] incorporated in [JURISDICTION], registered [NUMBER], address [ADDRESS] ("the SPV").
- **Manager/GP:** [ENTITY NAME] ("the Manager"), responsible for administration per the Management Agreement dated [DATE].
- **Subscriber:** [FULL NAME / ENTITY], [ID/CIF], address [ADDRESS] ("the Subscriber").
- **Related club:** [CLUB LEGAL NAME] — describe the contractual link between SPV and club (receivable assignment, revenue participation agreement dated [DATE]).

## 1. Purpose of the vehicle

- One paragraph: the SPV holds an economic participation in [DESCRIBE ASSET, e.g. a percentage of future net transfer proceeds attributable to players [PLAYER REF(S)] under the Revenue Participation Agreement with the club].
- Explicit statement: the SPV holds **economic rights only** — no influence over employment, selection, or transfer decisions, which remain solely with the club.

## 2. Subscription and commitment

| Item | Value |
|---|---|
| Committed amount | [AMOUNT €] |
| Share class subscribed | [CLASS, e.g. Class A participation shares] |
| Number of shares / units | [NUMBER] at [AMOUNT €] each |
| Resulting percentage of class | [X]% |
| Payment | [SINGLE PAYMENT ON SIGNING / TRANCHES: dates and amounts] |
| Bank account for subscription | [IBAN — SPV account only] |
| Default on payment | [CONSEQUENCE, e.g. forfeiture/dilution mechanics] |

## 3. Share classes and economic terms

- **Class A (investors):** entitled to [X]% of distributable proceeds after the waterfall in Section 5.
- **Class B (club/founder):** [RIGHTS].
- Voting: [ONE VOTE PER SHARE / RESERVED MATTERS ONLY]. Reserved matters requiring [X]% approval: amendment of the waterfall, related-party transactions, dissolution, new share issues.
- Reporting to subscribers: [FREQUENCY, e.g. semi-annual] statement — cap table position, asset status, cash position.

## 4. Lock-up and transfers

- Lock-up: no transfer of shares for [X] months from closing, except (a) to affiliates, (b) with Manager consent, (c) on death/succession.
- After lock-up: right of first refusal for existing holders at matched price, [X]-day window.
- No transfer to: competitors of the club, parties barred by federation rules, or parties failing KYC.

## 5. Exit waterfall

Order of application of any distributable proceeds (transfer fee participation, sale of SPV assets, dissolution):

1. SPV costs, taxes and audit fees due and reserved: [AMOUNT €ESTIMATE / METHOD]
2. Return of subscribed capital to Class A pro rata, up to 100% of commitment
3. Preferred return to Class A: [X]% per annum [SIMPLE/COMPOUND] on unreturned capital
4. Catch-up to Class B: [X]% until Class B has received [X]% of amounts above capital return
5. Thereafter split: [X]% Class A / [X]% Class B ("carried interest")

Worked illustration to attach as Schedule: proceeds of [AMOUNT €] on total commitments of [AMOUNT €] → returns per class step by step.

## 6. Term and wind-up

- Term: until [DATE / EVENT, e.g. the later of the covered players leaving the club and final receivables settling], maximum [X] years.
- Early dissolution by [X]% investor vote. On wind-up, Section 5 waterfall applies to all remaining assets.

## 7. Representations and risk acknowledgement

- Subscriber confirms: funds are their own, they can bear total loss, no public offer was made to them, and they have taken independent advice.
- Risk schedule to include, minimum: total loss risk, illiquidity, player injury/form/retirement, club insolvency, regulatory change, no guaranteed distributions.

## 8. KYC / AML checklist (complete before countersignature)

- [ ] Identity document (passport/DNI) certified copy
- [ ] Proof of address dated within [X] months
- [ ] For entities: registry extract, UBO declaration, ownership chart
- [ ] Source-of-funds declaration and supporting evidence above [AMOUNT €]
- [ ] Sanctions/PEP screening result attached, screened by [NAME/PROVIDER] on [DATE]
- [ ] Tax residency self-certification ([CRS/FATCA] forms where applicable)
- [ ] Federation conflict check: subscriber is not an agent, referee or official barred from participation

## 9. Boilerplate

Confidentiality; data protection; notices; entire agreement; amendments ([X]% consent); governing law [JURISDICTION]; dispute resolution [COURTS/ARBITRATION, SEAT].

## Signature block

| | SPV / Manager | Subscriber |
|---|---|---|
| Name | [NAME] | [NAME] |
| Capacity | [TITLE] | [TITLE / "individually"] |
| Date | [DATE] | [DATE] |
| Signature | | |

**Post-signing:** issue subscription certificate [REF], update cap-table register, file KYC pack in [LOCATION].

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Template from the Club Intelligence knowledge library · NSV Sports