We provide lender-ready capital raise packaging and debt or equity placement support for business owners and buyers looking to secure serious term sheets and close funding on a defined timeline.
For business owners and acquirers pursuing private debt or equity, submit your deal for review. We revert within one working day with next steps and either a quote for our services.
Capital Raising | International Debt
Many SMEs think a bond is only for household-name corporates. That is outdated. A Reg S bond can be a practical route to non-US professional investors when the company has real cash flow, credible reporting, and a structure that protects lenders.
The catch is simple. A Reg S bond is not a pitch deck exercise. It is a documentation and distribution exercise. This guide explains what the market expects, what breaks deals, and how to build a file that investors can underwrite.
Reg S refers to an offshore offering approach used to place securities outside the United States to non-US persons, subject to selling restrictions and proper process. In practice, an SME “Reg S bond” is usually a professionally documented note issuance sold to institutional investors, credit funds, family offices, or private banks outside the US.
Reality check: investors buy cash flow, controls, and governance. The label “Reg S” does not create demand by itself. The structure and the credit story do.
The best fit is an established operating business that needs medium-term capital and can support covenant-grade reporting. A Reg S note is most useful when the company wants size beyond local bank limits, wants longer tenor, or needs a lender base not tied to a single relationship.
Reg S investors do not care about buzzwords. They care about documents and enforcement. Expect a deep focus on covenant package, security, cash controls, reporting, and the precise path to repayment.
| Topic | What investors want to see | What it answers |
|---|---|---|
| Credit story | Business model, margin drivers, customer concentration, and cash conversion | Why cash flow supports debt service |
| Use of proceeds | Specific uses, timeline, and measurable outcomes | Where the money goes and how it improves credit |
| Structure | Issuer entity, guarantees, security, and payment waterfall | What happens if performance slips |
| Covenants | Leverage and coverage tests, reporting, and negative covenants | How investors get early warning signals |
| Documentation | Offering document, trust or agency setup, legal opinions, and closing deliverables | Whether it can close cleanly and be enforced |
| Governance | Board oversight, controls, related party policy, and disclosure discipline | Whether the credit is managed professionally |
Structure is the lever that turns a good business into a fundable security. For SMEs, investors often prefer senior secured notes or notes with strong structural protection.
The main friction for SMEs is fixed costs. Legal, listing, agency, and distribution work does not scale down cleanly. That is why many sub-scale bond ideas die. Not because the business is bad, but because the issuance cost eats the benefit.
Many SMEs start with private credit or structured debt, then graduate into a broader bond distribution once reporting and governance are proven. For non-bank debt routes, see SME Private Debt Brokerage.
Financely structures and coordinates Reg S debt raises by building a lender-grade and investor-grade package, then routing it through distribution partners where required. Financely is not a broker-dealer and does not sell securities to retail investors. Any regulated activity is coordinated through appropriately licensed partners under their approvals.
What this looks like in practice: a controlled data room, an investor-ready credit memo, a term sheet framework, a covenant and security proposal, and a managed process to written feedback and terms. The process details sit at How It Works.
| Step | What happens | What you get |
|---|---|---|
| 1) Fit and sizing | Confirm target size, tenor, currency, and investor fit for the credit profile. | A realistic issuance path and a document checklist. |
| 2) Underwrite the story | Build the credit narrative, downside case, and repayment logic that investors can underwrite. | An investor-grade credit memo and financial model package. |
| 3) Design the structure | Propose issuer entity, security, covenants, reporting, and cash controls. | A term sheet framework that can be negotiated. |
| 4) Prepare offering materials | Coordinate counsel, offering document, selling restrictions, and closing conditions. | A closable documentation plan. |
| 5) Route to investors | Target and engage aligned professional investors through the correct channels. | Written feedback, terms, and negotiation points. |
| 6) Close and settle | Finalize docs, satisfy conditions, and coordinate issuance mechanics. | A closed issuance with ongoing reporting expectations set. |
Answer these cleanly before pursuing a Reg S bond. If answers are fuzzy, the market will price the uncertainty or walk away.
No. SMEs can access Reg S investors when the business is bankable, reporting is reliable, and the structure protects lenders. The challenge is fixed issuance cost and investor expectations on documentation.
Many do. Some will accept limited audit scope or review-level work for smaller situations, yet reporting discipline still needs to be strong. Weak accounting is one of the fastest deal killers in international debt.
Trying to “market” before building the file. Investors want a credit package they can underwrite. Without that, outreach turns into endless questions and slow decline cycles.
No. Financely is not a broker-dealer and does not sell securities to retail. We structure the raise, build the package, and coordinate distribution through licensed partners where required.
Share your last financials, use of proceeds, target size, and jurisdiction. We will revert with fit, a document checklist, and a proposed structure built for professional investors.
Start via Contact Us or review the process at How It Works.
This page is for general information only and does not constitute legal, tax, investment, or regulatory advice. Securities offerings are complex and must comply with applicable laws, selling restrictions, and investor qualification rules. Financely is not a bank, not a broker-dealer, and does not provide legal advice or sell securities to retail investors. Any execution requiring licensing is coordinated through appropriately licensed partners under their approvals.
Financely advises growth-focused businesses on accessing capital by introducing their opportunities to professional investors. Financely is not a securities broker or dealer. Where appropriate, engagements are coordinated with regulated broker-dealers, investment banks, legal counsel, and other specialists.
Financely does not solicit, offer, or accept orders to buy or sell securities and makes no assurance regarding capital-raising outcomes.
Services are strictly business-to-business. Financely does not provide personal finance, consumer credit, or retail advisory services.
Advisory services are reserved for post-revenue companies that recognize the time and resources required for professional underwriting.
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All mandates start with an RFQ. We review submissions, issue a brief Go/No-Go memo, and where bankable, release a Term Sheet that leads to funding. We arrange capital across Senior Secured, Unitranche, Second Lien/Mezzanine, Preferred Equity, and Gap Solutions. We do not process deals by email or chat.
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Advance the file to termable status. Submit the RFQ so we can underwrite and secure funding.
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Financely Inc. (“Financely”) provides corporate-finance advice and is wholly owned by Aurora Bay Trust, a trust formed under Bahamian law, together with its authorized affiliates. Depending on deal structure, jurisdiction, and local rules, engagements may be carried out through Financely Group LLC, a non-deposit-taking, non-banking financial company; Ashford Capital Advisory LLC; or another related entity.
Financely and its affiliates are not registered as securities broker-dealers and do not execute securities transactions or hold client funds or securities. When a mandate involves the purchase or sale of securities and a registered intermediary is required, any orders are introduced to and executed by one or more independent U.S. broker-dealers registered with the SEC and FINRA. Those broker-dealers are solely responsible for trade execution, custody, and related regulatory obligations. Nothing in this material constitutes an offer, solicitation, or recommendation to buy or sell any security or to engage in any specific transaction. Before engaging Financely Group LLC, Ashford Capital Advisory LLC, or any affiliate, you are responsible for confirming that such engagement complies with your own legal, regulatory, tax, and other requirements. In the United States, certain advisory activities may be conducted in reliance on exemptions available under the Investment Advisers Act of 1940, including the “foreign private adviser” exemption where applicable. Our services and regulatory status may vary by jurisdiction and by transaction type.
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