Liability Management & Recap Advisory
Liability Management & Recap Advisory
We advise issuers on amend-extend, exchange offers, collateral upgrades, consent solicitations, minority recaps, and out-of-court restructuring. The objective is straightforward: stabilize liquidity, reduce refinancing risk, and align terms with current cash generation—without court if it can be avoided.
Program Snapshot
| transaction types | amend-extend, exchange/consent, collateral upgrade, minority recap, new-money pref/debt |
|---|---|
| holder set | private credit funds, insurers, banks, noteholders, club lenders |
| core deliverables | stakeholder map, options memo, term sheet & docs, process management to closing |
Issuer Profiles
Specialty Finance & CRE
Post-revenue, audited or review-level financials.Instruments
Loans • Notes • Pref
Club, bilateral, or programmatic lenders.Objectives
Tenor • Price • Covenants
Liquidity runway and test relief.Controls
Collateral • Triggers
Collateral upgrades and cash controls.Workstreams
Exchange • Consent
Voting thresholds and timelines.Data & Comms
Holder Map • NDA
Clean room and staged disclosures.Timeline
30–90 Days
Subject to holder response time.Minimums
$50,000,000+
Aggregate tranches as needed.NDA gating, versioned data rooms, strict need-to-know, and timestamped redlines.
Coordination of fairness/solvency opinions where required; audit and legal kept in lockstep.
Clear chaperone disclosures for any securities steps; internal and external wall lists maintained.
KYC/AML, sanctions screening, and OFAC checks completed prior to outreach.
Scope Of Work
| Deliverable | Detail |
|---|---|
| Stakeholder Map | Holders by tranche and influence, consent thresholds, sharing arrangements, cross-defaults, and intercreditor constraints. |
| Options Memo | Amend-extend vs. exchange; collateral upgrade; new-money options; comparative cash cost and runway. |
| Term Sheet & Documentation | Key economics, covenants, waivers, collateral changes; coordination with counsel across indenture/credit documents. |
| Execution & Closing | Consent solicitation, exchange mechanics, settlement process, trustee/agent notifications, closing checklist. |
Economics & Terms
| Term | Market Practice | Notes |
|---|---|---|
| Consideration | Cash, new money, equity/warrants | Mix driven by liquidity and holder objectives. |
| Collateral | Upgrades or packages | Account control, springing liens, or asset adds. |
| Covenants | Reset tests & triggers | DSCR/LTV and liquidity thresholds revised with step-ups. |
| Consents | 50–100% by item | As required by indenture/credit agreement. |
| Disclosure | Staged under NDA | Holder letters, FAQs, and process calendar. |
Illustrative Timeline (30–90 Days)
| Week | Milestone |
|---|---|
| Weeks 1–2 | Stakeholder mapping; options memo; data room and NDA process opened. |
| Weeks 3–5 | Term sheet negotiation; draft documents; trustee/agent coordination; holder Q&A. |
| Weeks 6–8 | Formal consent/exchange launch; voting and tally; finalize collateral actions. |
| Weeks 9–12 | Closing and settlements; notices; post-close compliance calendar. |
Readiness Checklist
- Capital structure table, holder list by tranche, and voting requirements.
- Financial statements, cash forecast, covenant headroom, and maturity wall.
- Collateral schedules, account-control status, and security filings.
- Draft disclosure outline, NDA, and communications plan.
Fees, Minimums, And Terms
| Item | Terms | Notes |
|---|---|---|
| Minimum Scope | $50,000,000+ capital structure | Multiple tranches can be aggregated. |
| Retainer | $75,000+ (non-refundable) | Funds analytics, documentation, and holder process. |
| Success Fee | % of face retired or new money raised | Scaled by complexity and outcome. |
| Timeline | 30–90 days | Dependent on holder response and document turns. |
Request Your Term Sheet
Minimums & Fit
- Post-revenue issuers with EBITDA ≥ $10M.
- Audited or review-level financials, clean KYC/AML, and sanctions clear.
- Willingness to engage with holders under NDA and meet realistic timelines.
- No “platform” schemes or unverifiable claims.
Financely provides investment and merchant banking advisory on a best-efforts basis. All engagements require KYC/AML, appropriate financial statements, and paid milestones. Any securities-related activities, where applicable, are conducted through a licensed chaperone, Member FINRA/SIPC. This page is informational and not an offer or solicitation.
Get Started With Us
Submit Your Deal & Receive a Proposal Within 1-3 Working Days
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.
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