You negotiated hard. You signed the LOI. The seller is engaged. Senior debt shows up for a big slice of the purchase price. Then reality hits: leverage is capped, the lender trims proceeds, working capital becomes a fight, or an equity check that was “committed” suddenly moves at a different speed.
That last-mile shortfall is where acquisitions die. Gap funding exists for one job: keep a real deal alive and get you to closing.
Gap funding is capital that fills the space between committed senior debt and total funds required at closing. It typically covers purchase price gaps, mandatory working capital, seller payoffs, deferred fees, or sponsor equity that cannot be bridged by bank timelines.
The key detail: gap capital is underwritten against the transaction, the sponsor, and the repayment path. It is not issued on a pitch deck.
Banks and conventional acquisition lenders do not like last-minute moving pieces. If collateral, cash flow, or structure does not fit policy, they reduce leverage or demand more equity. They are not built to rescue timing problems.
Private equity and many strategic partners focus on control, governance, and full allocations. They do not mobilize fast for small shortfalls late in diligence unless the economics are exceptional and the documentation is clean.
Personal networks rarely write checks on a compressed timeline with proper documentation and risk understanding. Even when willing, funds flow and legal signing often becomes the delay.
A seller note can help, but not every seller will carry paper, and many deals already push what a seller will tolerate. If the seller is nervous, asking for more seller financing can backfire.
Serious sponsors solve the gap with private capital structures designed for speed. The right choice depends on senior lender rules, collateral availability, intercreditor constraints, and the exit plan.
| Structure | When It Fits | How It Typically Gets Repaid |
|---|---|---|
| Second-Lien or Junior Secured Loan | Senior lender permits junior debt, collateral is solid, and the sponsor needs a defined bridge amount. | Refi post-close, cash flow sweep, or take-out by permanent debt. |
| Sponsor-Level Bridge Note | Capital is needed quickly and cannot be placed at the OpCo level due to covenants or lender restrictions. | Distribution from closing proceeds, refinance, or defined liquidity event. |
| Preferred Equity | Senior lender blocks junior liens but allows equity layers, or the sponsor wants to avoid maturity pressure. | Priority return from distributions, recapitalization, or sale. |
| Structured Seller Note or Earnout Enhancement | Seller is cooperative and the buyer needs to re-balance sources and uses without introducing a new lender. | Cash flow over time, milestone-based payments, or refinancing. |
| Working Capital Facility at Close | The gap is working capital driven, and the business supports an ABL or revolver with controls. | Operating cash flow and receivables conversion, with lender controls. |
Private capital will move fast when the file is clean. The fastest approvals happen when three things are clear from day one: proof that the deal is real, proof that most of the capital stack is committed, and proof of repayment logic.
Gap funding is priced for urgency and complexity. If your package is complete and the story is coherent, processes can move quickly. If the file is missing documentation, expect delays.
Financely is an advisory and arranging firm. We do not lend. We underwrite your deal first, tighten the story, and build an investor-ready package. Then we coordinate introductions to private capital groups that actually finance acquisition gaps, based on the deal type, the senior lender constraints, and your repayment path.
If the deal does not pencil, we tell you early. If it does, we run a disciplined process aimed at getting a real term sheet and a real closing.
If your acquisition is live and you are missing a small but critical piece of the capital stack, submit your file for underwriting. We will revert with next steps and capital fit based on documentation, timing, and repayment logic.
Request A QuoteDisclaimer: This page is for general information only. It does not constitute legal, tax, regulatory, investment, or credit advice and it is not an offer or commitment by Financely or any third party to provide financing. Financely is not a bank or lender. Any financing is provided solely by third-party capital providers under their own policies, approvals, and definitive documentation. All matters are subject to underwriting, borrower eligibility, KYC and AML review, sanctions screening, and closing conditions.
Submit your deal using our secure intake form, and receive a quote within 1-3 business days. Existing clients can connect with their relationship manager through our secure web portal.
All submissions are
promptly reviewed, and all communications are conducted through the intake form or the client portal for a seamless and secure process.
Thank you for considering working with us. A nominal fee of US$500 is required upon completion of each form. This fee covers the time and effort we invest in reviewing your submission and crafting a thorough proposal. We receive numerous inquiries and prioritize those that carry this fee, ensuring serious applicants receive prompt attention.
Tap into solutions like letters of credit, bank guarantees, and payment facilitation. We address the challenge of global transaction risk through structured strategies that foster cross-border growth. Complete the form to unlock streamlined funding aligned with your commercial objectives.
Submit a RequestAccess non-recourse funding for infrastructure, renewable energy, or other capital-intensive ventures. We mitigate capital constraints by isolating project assets and focusing on risk management. Provide your details to receive a structure that drives growth and maximizes returns.
Submit a RequestSecure financing for business or real estate acquisitions. We ease transaction hurdles by reviewing cash flow, synergy opportunities, and exit plans. Complete the form for a customized proposal that supports your strategic investment objectives.
Submit a RequestFinancely assists banks facing Basel III pressures by distributing trade finance deals and providing collateral for letters of credit. We reduce capital burdens while preserving client relationships and fostering service expansion. Submit your request to optimize your trade finance offerings.
Submit a RequestOnce we receive your submission, our team will review your information to determine feasibility. If eligible, you will receive a proposal or term sheet within 1–3 business days. Visit our FAQ and Procedure pages for more information.
Disclaimer: Financely provides financing based on due diligence and feasibility. Approval is not guaranteed, and past performance does not predict future outcomes. All terms are subject to review. Financely primarily assists with structuring and distribution. Qualified parties carry out the project if the client approves the proposal.
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.
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.
Letters of Credit, Standby LCs, Confirmations, Receivables Finance, and Inventory Lines with control.
Funding arranged for trade flows with instruments sized to your cycle and aligned to delivery and settlement.
Move forward to secure working capital and keep goods moving. Submit the RFQ to start underwriting for funding.
Limited or non-recourse structures for energy and infrastructure with lender-ready materials.
Funding solutions aligned to project cash flows with credible covenants and conditions to reach notice to proceed.
Advance the file to termable status. Submit the RFQ so we can underwrite and secure funding.
Debt and Preferred solutions anchored on cash flow, Quality of Earnings, and clear closing mechanics.
Funding across senior, unitranche, and preferred to match stable cash flows and acquisition timelines.
Get financed on workable terms for closing. Submit the RFQ to start underwriting.
Acquisition, development, bridge, and refinance with lender-ready packs and third-party reports managed.
Funding calibrated to DSCR, leverage, and tenancy with terms designed to close.
Move to a financeable package. Submit the RFQ to initiate underwriting for funding.
KYC and Source of Funds required. Engagements are best-efforts and subject to underwriting. Preference for operating companies with meaningful revenue. See our FAQ and Procedure.
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.
Click
here to download our brochure.
