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
Minimum scope $50M+ capital structure
• Retainer $75K+
• Success linked to face retired or new money raised
• Timeline 30–90 days
| 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.
Information Control
NDA gating, versioned data rooms, strict need-to-know, and timestamped redlines.
Independent Views
Coordination of fairness/solvency opinions where required; audit and legal kept in lockstep.
Conflicts & Walls
Clear chaperone disclosures for any securities steps; internal and external wall lists maintained.
Regulatory Hygiene
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
Provide tranche detail, holder mix, maturity schedule, and covenant status. We will respond with proposed terms, workplan, and a closing calendar.
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.