Debt Advisory
Capital structure, built the way a credit committee will read it.
We advise founders, families, and sponsors on senior, unitranche, junior, and asset-backed debt, running a real process to a shortlist of lenders rather than a single relationship, and stressing the downside before a lender does it for us.
Positioning
A financing is decided before the first lender call.
Every loan is bought on a credit story: a short, defensible account of why the business generates enough cash to service its debt and repay it through a full cycle. The model supports that story. It does not replace it.
So the work starts with the story and the numbers behind it: a scrubbed earnings bridge, coverage built under a downside case, and an honest statement of the refinancing path. A credit that names its own risk and shows it survives is more financeable than one that waits to be caught in diligence.
Timing is part of the story. A maturity eighteen months out is a negotiation. The same maturity two quarters out is a request, and lenders price the difference.
Coverage
The instruments we advise on.
The instrument follows the cash flow and the collateral, not the other way round.
Senior secured and bank debt
Revolvers, term loans, and pro-rata facilities, arranged alongside a relationship bank rather than after it.
Unitranche
A single blended senior facility from a direct lender, underwritten and held, for clean cash-flow credits.
Second lien
Junior secured capacity where the first-lien tranche is fully drawn and the cash flow still supports service.
Mezzanine and subordinated debt
Cash-pay and payment-in-kind structures, often with a warrant, used to bridge an equity gap instead of over-levering the senior tranche.
High-yield notes
Fixed-rate term capital for issuers with the scale and reporting discipline the market requires.
Asset-based lending
Borrowing-base facilities against receivables and inventory for collateral-rich, seasonal, or working-capital-intensive businesses.
Project and infrastructure finance
Limited-recourse structures, concessions and public-private arrangements, and labelled sustainable instruments.
Refinancings and maturity extensions
Terming out near-dated maturities, amend-and-extend, and repricings ahead of the wall rather than into it.
Dividend recapitalizations
Shareholder liquidity raised against the balance sheet, sized to what the business can still service in a bad year.
Workouts and rescue financing
Liability management, covenant resets, distressed refinancings, and debtor-in-possession facilities.
Process
How a debt raise runs.
The nine-phase mandate lifecycle applies to every engagement. What follows is how those phases group on a debt raise. The structure is fixed; the emphasis moves with the credit.
Phase 01
Preparation
The credit story is written before the model is built. Then a driver-based model with base, downside, and sensitivity cases; an earnings bridge that shows every adjustment and its support; and a data room assembled to the standard a lender will diligence, not the standard a board deck requires.
Phase 02
Lender selection and outreach
A defined shortlist of direct lenders approached in parallel, with the revolver bank run alongside rather than after. Lenders are assessed on how they behave in a stress and how reliably they close, not on the quoted spread alone.
Phase 03
Term sheets
Economics and protections negotiated together: leverage against coverage, the earnings definition, covenant cushion, permitted debt and liens, incremental and most-favoured-nation provisions, call protection. Flexibility lives in the definitions, not the coupon.
Phase 04
Documentation
Credit agreement, guarantee and security package, intercreditor arrangements where a junior tranche sits behind the senior, and fee letters. Private-credit documentation is bespoke; the drafting is a workstream, not a formality.
Phase 05
Close and funding
Conditions precedent cleared, funds flow, and the borrower handed a covenant-compliance and reporting calendar it can actually operate against.
Credit analysis
Coverage, capacity, and covenant headroom, modelled from source financials.
Lenders bind on the metrics that predict whether they get paid. We model those first, and we model them the way the credit committee will.
Adjusted earnings reconciled to reported results, adjustment by adjustment, with the support for each one attached.
Fixed-charge and cash interest coverage built under base and downside cases before any leverage number is agreed.
Debt capacity sized against coverage and liquidity. A business rarely fails on leverage alone; it fails on running out of cash.
Covenant headroom tested against the operating case, so the cushion is negotiated on evidence rather than convention.
The existing debt schedule and maturity profile mapped, with the refinancing path stated at the outset instead of discovered in diligence.
Borrowing-base detail, collateral inventory, and working-capital seasonality built where an asset-backed facility is in the structure.
Every figure traces to source financials.
Where we work
Sector coverage follows the situation.
Our advisors have financed businesses across business services, energy and the energy transition, real assets and infrastructure, industrials and manufacturing, healthcare, technology, and resources. We take a mandate wherever the situation warrants and the credit can be told honestly.
Questions
Before you appoint anyone.
When do I hire a debt advisor instead of going direct to my bank?
When you need more than one lender's answer. A bank quotes what its own credit box allows, and you have no way of knowing whether that is the market or simply that bank. An advisor runs a limited, real process to several lenders at once, which is what creates tension on pricing, on the earnings definition, and on the covenant package. The other trigger is complexity: a carve-out, an acquisition, a recapitalization, a maturity wall, or a credit that needs explaining rather than presenting.
Private credit or bank financing?
Usually both, in different roles. Direct lenders have become the principal source of term debt in the middle market, offering a single facility that is underwritten and held, with more flexibility on structure and on how earnings are defined. Banks remain the better answer for the revolver and for pro-rata facilities, and the relationship matters when the business needs an amendment later. The common structure is a direct-lender term facility with a bank revolver ranking first on working-capital proceeds, and the intercreditor terms negotiated properly rather than accepted as drafted.
How does a refinancing process actually run?
It starts with the existing documents, not the market. We read the credit agreement for prepayment mechanics, call protection, and the consents required, then map the maturity schedule and the amortization and cash-sweep obligations against the forecast. From there it runs like a new raise: credit story, model, lender shortlist, term sheets, documentation. The judgment call is timing. Refinancing early, while the business is performing and capital is available, is a materially different conversation from refinancing under a covenant breach or into a near-dated maturity.
What do lenders look at first?
Coverage, not leverage. A lender's first question is whether the business can service the coupon through a bad year, which is why fixed-charge and cash interest coverage under a downside case matter more than the headline debt multiple. Then the quality of earnings: how much of adjusted EBITDA is real and repeatable, and how much is adjustment. Then customer and supplier concentration, the collateral, and where the lender sits in the waterfall. Leverage is the last of those, not the first.
What does the borrower have to produce?
A driver-based model with an explicit downside case; trailing financials reconciled to the earnings bridge; a short-horizon cash-flow view; the customer and operating data lenders diligence; the existing debt schedule and covenant-compliance history; and a precise use of proceeds. Refinancing, acquisition, growth, and shareholder distributions are four different credits, and lenders price them differently. Where materials do not exist yet, building them is part of the mandate.
Transaction credentials available upon request.
More advisory