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Capital structure for private companies

How much debt a business can carry, and in what layers: senior, unitranche, mezzanine and seller paper, and how lenders size each one.
Can you avoid a personal guarantee on a business loan?For most owner-operated companies the question is not whether to sign a guarantee but which kind, for how much and for how long. Those three things are negotiable in a way the guarantee itself often is not.Can you have equipment financing alongside a senior credit facility?Most senior credit agreements forbid new debt and new liens, then list the exceptions. Equipment financing lives in those exceptions, and the size of them, set at closing, decides how much room you have later.Can you take distributions or tax distributions while you have a business loan?Owners of S corporations and LLCs pay tax on the company's income whether or not the company pays them anything. A loan agreement that blocks distributions without a tax carve-out leaves them owing tax on cash they cannot reach.Do family offices lend to private businesses?Some do, and when a family office is the right fit it can be more patient and more flexible than any fund. But no two offices want the same thing, and a financing request built for a fund often misses what the family actually cares about.Do lenders require a quality of earnings report?Most lenders will not insist on one by rule. They price the doubt when there isn't one, in a smaller loan, a higher rate or a layer of expensive debt the business did not need.Do lenders require an interest rate hedge on a term loan?A floating-rate loan passes every rise in rates straight to the borrower. The hedging covenant is the lender making sure a rate shock does not become a coverage default.Financing an acquisition without a private equity sponsorA fund gives lenders committed equity, a track record and someone to call in a bad year. Buyers without one can still borrow, but they have to supply those things another way.How do independent sponsors finance acquisitions?An independent sponsor has a deal but no fund. The equity partner wants to see the debt terms before committing, and the lender wants to see committed equity before lending. The way through is to raise both at once, from the same file.How do lenders treat loans the owner made to the company?Almost every owner-run company has a line on its balance sheet called something like "due to shareholder". To a lender it is either quasi-equity that makes the credit stronger or unexplained debt that makes it weaker. Which one depends on paperwork the owner can fix before going to market.How do lenders value a business differently than buyers?The buyer and the lender look at the same company and the same financial statements. They are answering different questions, and only one of them sets the size of the loan.How do managers finance a management buyout?Managers who buy the company they run usually know it better than any outside buyer and have less cash than any of them. The financing is built around that gap, and the seller usually fills most of it.How do you finance an acquisition too big for an SBA loan?Above the SBA ceiling there are four ways to build the debt, and each one changes the rules on equity and seller notes. The buyer's equity check, the seller's note and the personal guarantee all move with the structure.How do you finance passing a family business to the next generation?The parents usually need to be paid, the children rarely have the cash to pay them, and the business has to carry the difference. How the handover is financed decides how safe the parents' retirement is and how much room the next generation has to run the company.How does customer concentration affect how much you can borrow?One customer can be the best thing that ever happened to a business and the first thing a lender asks about. Concentration rarely stops a loan, but it changes its size, its shape and the terms that come with it.How is an ESOP buyout financed?An ESOP buyout is a leveraged acquisition in which the buyer is a trust with no money of its own. Every layer of the stack is there because of that fact, and lenders size the deal around two things ordinary buyouts do not have: a tax shield and a buyback liability.How much covenant headroom should you negotiate on a business loan?A financial covenant is a line drawn against your own forecast. Drawn too close, it can put a sound business in default in an ordinary bad quarter, and the time to move it is before the agreement is signed.How much debt can my business carry?Every lender answers this question before you ask it. Knowing how they reach the number tells you what to fix before you go to market, and what no amount of negotiating will change.How much does a private credit loan cost?The spread on a private credit term sheet is only part of the price. Discounts, fees and prepayment premiums can make a lower-rate offer the more expensive one, depending on how long you keep the loan.Mezzanine debt for lower-middle-market companiesMezzanine fills the gap between what a senior lender will lend and what the owners can put in. It costs more than any loan and less than giving up a large piece of the company, and the terms that matter most are not the rate.Preferred equity vs mezzanine debt: which is better for a private company?Both fill the gap between the senior loan and the owners' own money. Mezzanine is cheaper but counts as debt in every covenant. Preferred equity costs more, and the fact that it does not count as debt is sometimes the only reason the senior loan gets approved.Recapitalizing a business: taking liquidity without sellingA recapitalization lets owners take money out of a company they intend to keep running. The question is not whether a lender will do it, but how much debt the business can carry once the cash is gone.Senior debt vs unitranche: which fits your deal?When a senior lender will not go far enough, the choice is a second layer of debt or one larger loan priced for both. The right answer depends on the cost of the whole stack, not the headline rate.Senior leverage vs total leverage: what's the difference?A company can be well inside its senior lender's limit and still carry more debt than its business can bear. Lenders measure both, and set a separate ceiling on each.Should the holding company or the operating company borrow?The entity that signs the loan decides what the lender can reach if things go wrong, and how cash has to move to pay it. Put the debt in the wrong place and the lender will either restructure it or price for the gap.Should the real estate be held separately from the operating business?Many owners keep the building in one company and the business in another. Done properly, it makes the business easier to finance and easier to sell. Done loosely, it gives every lender and buyer a reason to ask questions.Should you do a sale-leaseback on your business's real estate?Selling the building you operate from and renting it back can fund a buyout, retire debt or pay for growth. It only works if the business can still carry the rent, the debt that is left and the covenants your lender tests.Should you fund growth with debt or equity?Debt charges interest for a few years. Equity takes a share of everything the company earns and is worth, including what the owner built before the investor arrived, for as long as the investor holds it.What does a blanket lien on a business mean?A single public filing can decide whether a new lender can say yes. Most owners don't know what liens are recorded against their company until a lender's search turns them up.What does a layered capital stack actually cost?Owners judge each layer of a financing by its rate, and the rate is the wrong number. What matters is the weighted cost of the whole stack, and the most expensive capital in it is usually the equity nobody put a rate on.What does a search fund acquisition's capital structure look like?A searcher's first deal can be built two very different ways. Which one you are on decides how much the company borrows, who signs for it, and what the seller can be paid with.What does cash-free, debt-free mean when you sell or buy a business?The headline price is rarely the check the seller receives or the amount the buyer funds. The gap between them is decided by one definition in the purchase agreement.What happens to your business loan if you sell the company or bring in a partner?A lender underwrites the owners as much as the business. Change who owns or runs the company without its consent and the loan can become due in full, whatever the payment history.What is a delayed draw term loan, and how is it different from an accordion?For a buyer planning several acquisitions, the money for the second and third deal is the hardest part to line up. A delayed draw term loan commits it at the first close; an accordion only lets you ask for it later.What is a first-out/last-out unitranche?One loan on the borrower's side, two positions on the lenders' side. The split is invisible in a good year and decisive in a bad one.What is a second lien loan, and when does it make sense?A second lien lender is secured, but only by what is left after the first lien is paid. Whether that is worth anything depends on the collateral, and the intercreditor agreement decides what the lender can do about it.What is a working capital peg in a business acquisition?The peg is a line in the purchase agreement that most buyers leave to the lawyers. It decides how much of the credit line is still available on the first morning you own the business.What is an equity cure in a credit agreement?An equity cure lets the owners fix a missed financial covenant by putting money into the company, before the miss becomes a default. Sponsors ask for one as a matter of course. Owner-operators often never hear of it.What is an excess cash flow sweep?A sweep turns a good year into faster repayment instead of cash in the bank. It lowers the lender's risk, and it can squeeze the distributions and reinvestment an owner was counting on.What is an intercreditor agreement?When a company has two lenders, a contract between them decides who gets paid, who can act and who must wait when the business has a bad year. The borrower is bound by it and rarely gets a say once it is signed.What is an SBIC and how do SBIC funds lend to private companies?An SBIC is a private fund that borrows part of its capital with SBA's backing and invests it in small U.S. businesses, most often as subordinated debt. It is not an SBA loan, and the difference matters to anyone deciding whether to call one.What is PIK interest and how does it work?PIK interest costs nothing in cash today and more than cash interest later. The question is whether the business will be worth enough, and earn enough, to pay the bigger balance when it comes due.What is rollover equity, and how do lenders treat it?When a seller keeps a piece of the business, the buyer needs less cash and the lender sees a seller who still believes in the company. How much that helps depends on the terms attached to the stake.What prepayment penalties do business loans carry?A prepayment penalty is the price of leaving a loan early. If you may sell, refinance or pay down within a few years, it belongs in the comparison of offers next to the rate.What seller note terms will a senior lender accept in a non-SBA deal?Without SBA's standby rule, the seller note is a negotiation among three parties: buyer, seller and the senior lender. Built well, it replaces part of the buyer's cash without costing the senior loan anything. Built badly, it trips the senior lender's covenants in the first year.What's the difference between a term sheet, a commitment letter and a credit agreement?A loan is agreed three times, and only the last one fully binds the lender. The terms an owner does not pin down in the first document are the ones most likely to change by the third.Who lends to companies with one to fifty million dollars in revenue?Seven kinds of lender compete for the same established private companies, and they differ in what they lend against, how far they go and what they charge. Picking which ones to approach is a structuring decision, made before a single term sheet arrives.Why do lenders ask for warrants, and how much dilution is normal?A warrant looks cheap on the day it is granted, because it is valued at what the company is worth today. It is paid for with what the company is worth when the lender cashes it in.Why do lenders separate maintenance capex from growth capex?Every dollar a lender counts as maintenance capex is a dollar it will not lend against. A business that cannot show which of its spending keeps the lights on and which builds new earnings gets sized as if all of it were unavoidable.Will a lender give an interest-only period, and how much amortization is normal?Two loans at the same rate can leave a business with very different cash each month. The amortization schedule decides how much, and each kind of lender sets it differently.Will lenders lend on run-rate, pro forma or projected EBITDA?Borrowers present the EBITDA they expect. Lenders size the loan on the EBITDA that has already happened, plus whatever adjustments the documents prove. The gap between the two is often the gap between the loan you asked for and the loan you get.
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