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Corporate Debt

Private Debt Whole Loans: One Financing Framework for a Company's Growth Plan

A private-debt whole loan can be structured around a company's business plan rather than forcing the company to raise all of its capital on day one.

One financing agreement can solve several capital needs

A traditional financing process often starts with a single use of proceeds: refinance an existing facility, fund an acquisition or raise capital for a defined capex programme. A private-debt whole-loan structure can be designed more broadly. Rather than solving only today's requirement, the facility can incorporate the company's expected financing needs over the next several years within one negotiated framework.

This can include an initial funded term loan for the immediate requirement, a delayed-draw facility for capex or expansion, and an accordion that creates a pre-agreed mechanism for additional debt capacity if the business reaches its next stage of growth.

Why execution can be quicker

A private-debt whole loan can streamline execution because one lender or lender group can underwrite several parts of the financing simultaneously. The borrower can negotiate one core facilities agreement, one security framework and one covenant package rather than arranging separate financings each time a new capital need arises.

The financing remains subject to credit approval, due diligence and documentation, but a single underwriting process can reduce the coordination required between different capital providers and can give management greater certainty over the financing architecture before the growth programme starts.

Delayed-draw tranches can follow the business plan

The company does not necessarily need to draw the full financing at closing. A whole-loan structure can separate the immediate capital requirement from later growth needs. Subsequent tranches can remain available during an agreed availability period and be drawn when the relevant investment is ready to proceed.

Utilisations can be linked to objective milestones or conditions: completion of an acquisition, delivery of a capex programme, achievement of an operating threshold, satisfaction of leverage tests or evidence that the earlier tranche has been deployed as intended. Multiple drawdowns can therefore be matched to the timing of the company's investment plan rather than forcing the borrower to carry unused cash from day one.

Raise the debt when the business needs it - but negotiate the framework before the growth plan is underway.

The accordion creates capacity for the next step

An accordion can provide a mechanism to increase the financing after closing, subject to agreed conditions and lender approval. The key benefit is not that the additional capital is automatically committed; it is that the commercial and documentary architecture for an increase has already been contemplated.

That can be particularly useful for acquisitive or capex-intensive companies where the exact timing of the next opportunity is uncertain. Instead of reopening the entire financing structure, the company can seek additional commitments within the existing framework, with maturity, ranking and other terms designed to remain compatible with the original whole loan.

Pricing and covenants can evolve with performance

Private debt also allows the economics of the facility to be aligned with the company's development. A leverage-based margin ratchet can reduce pricing as the business deleverages. Covenant levels can be set with headroom to the business plan, while amortisation can begin only after an initial investment period rather than immediately after closing.

The same principle can apply to shareholder distributions, acquisitions and additional indebtedness: permissions can be tied to agreed leverage or performance thresholds so that flexibility increases as the company delivers its plan.

The security package can grow with the business

For groups operating through several subsidiaries, a whole-loan structure can also incorporate mechanisms for new material entities to accede as guarantors and security providers over time. Coverage tests can ensure that the lender continues to have security over the principal operating assets, cash flows and subsidiaries as the group changes.

Why this can fit a growth company better than a static term loan

The value of a private-debt whole loan is its ability to be tailored around the operating roadmap. The borrower can finance today's requirement, reserve capacity for identifiable capex or acquisitions, create an accordion for opportunities that are not yet certain, and calibrate pricing, amortisation and covenant flexibility to future performance.

For management, that can reduce repeated financing processes and improve visibility over available capital. For the lender, the structure creates a defined framework for how additional debt is drawn, what conditions must be met and how leverage evolves as the growth plan is executed.

LMF's role

LMF works backwards from the company's business plan: what capital is required at closing, what is likely to be required later, which milestones should govern additional drawings, and how much future capacity should be embedded through an accordion. The result is a financing structure designed around the company's growth path rather than a single point-in-time debt ask.

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