Private Credit Financing for Middle Market Companies
Middle market borrowers sit in an awkward gap. They are often too complex for cookie-cutter bank underwriting, but not large enough to command
bespoke syndicated solutions on demand. Private credit fills that gap by underwriting cash flows, collateral, and structure with speed,
flexibility, and clear documentation.
This guide explains how private credit deals are structured for middle market companies, what lenders usually require, and how to run a lender process
that produces executable term sheets rather than polite “maybe” conversations.
Financely advises companies on structuring and placing private credit facilities through regulated lenders and professional investors.
We are not a bank. We do not guarantee financing. Outcomes are subject to due diligence, credit approvals, KYC and AML, sanctions screening,
and execution of definitive agreements.
What Private Credit Can Fund
Growth and Working Capital
- Capex programs and expansion initiatives
- Working capital support tied to receivables and inventory
- Contract-backed growth where payments are predictable
M&A and Recapitalizations
- Acquisition finance for sponsor and non-sponsor buyers
- Dividend recapitalizations where cash flow supports it
- Refinancing of existing facilities and maturity extensions
Common Private Credit Deal Structures
| Structure |
Typical Use Case |
| Senior Secured Term Loan
|
Cash-flow lending with first-lien security, often paired with a revolving line for liquidity. |
| Unitranche
|
Single blended facility replacing layered senior + junior tranches, common in sponsor-backed deals. |
| Asset-Based Lending (ABL)
|
Borrowing base revolving facility secured by receivables and inventory with collateral controls. |
| Second Lien / Junior Secured
|
Incremental leverage behind a senior facility, often used for add-ons or bridge needs. |
| Mezzanine / Preferred Equity-Linked
|
Higher-cost capital where leverage is constrained or equity gap must be bridged. |
How Lenders Underwrite Middle Market Private Credit
Cash Flow and Coverage
Lenders stress EBITDA quality, working capital volatility, capex needs, and free cash flow conversion.
They will test downside cases, not just base cases.
- Revenue durability and customer concentration
- Margin stability and cost structure flexibility
- Debt service coverage and covenant headroom
Collateral and Controls
Even in cash-flow deals, lenders want enforceable security and remedies.
In ABL structures, control mechanics are central.
- First lien on assets and equity pledges where applicable
- Account control agreements and cash dominion in tighter credits
- Borrowing base reporting, reserves, and eligibility rules
Key Terms That Drive Economics
Pricing and Fees
- Base rate / SOFR-style index plus margin
- Original issue discount, arrangement fees, exit fees where applicable
- Minimum interest, prepayment premiums, and call protection
Covenants and Reporting
- Leverage and fixed charge coverage covenants
- Liquidity minimums and capex constraints
- Monthly reporting cadence and compliance certificates
Structuring Private Credit Deals: A Practical Workflow
Private credit is rarely “hard” because the lender is irrational. It is hard because most borrowers present the file in a way that is not underwriteable.
The difference between a fast term sheet and a slow rejection is usually packaging discipline.
| Step |
What You Should Produce |
| 1) Define the use of proceeds
|
Sources and uses schedule, timing of draws, and what success looks like operationally. |
| 2) Choose the structure
|
Senior secured vs unitranche vs ABL vs layered solutions, aligned to cash flow and collateral reality. |
| 3) Build lender-grade financials
|
Historical financials, normalization bridge, working capital analysis, and a covenant view under downside cases. |
| 4) Map collateral and controls
|
Security package, lien priorities, cash controls, reporting cadence, and monitoring triggers. |
| 5) Run a targeted process
|
Approach lenders whose risk policy fits the profile, then compare term sheets on a comparable basis. |
What We Do
Structuring and Packaging
- Facility architecture, collateral plan, covenant framework, and closing conditions
- Credit memo style narrative and lender-ready model outputs
- Data room build with a diligence tracker
Placement and Execution Support
- Lender targeting and outreach to a relevant panel
- Term sheet comparison and negotiation support
- Coordination through documentation and closing
FAQ
Is private credit faster than banks?
It can be, if the file is packaged properly and the structure fits the lender’s mandate.
If the borrower is unprepared or the ask is unrealistic, the timeline will still expand.
Do private credit lenders require collateral?
Many do. Even in cash-flow deals, lenders often require security interests and enforceable remedies.
ABL structures rely heavily on collateral controls and reporting.
Can private credit fund acquisitions?
Yes. Sponsor-backed and non-sponsor acquisitions are common use cases, subject to leverage tolerance, quality of earnings,
and integration risk assessment.
Do you guarantee term sheets or approvals?
No. Financing is subject to lender underwriting, credit approvals, diligence, and definitive documentation.
Our role is to structure the opportunity and run a controlled process with relevant counterparties.
Request A Quote
If you are a middle market borrower seeking private credit, submit your requested amount, use of proceeds, financials, and timeline.
We will revert with a recommended structure and the fastest path to lender indications.
Request A Quote
Disclaimer: 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 solicitation.
Financely is not a bank, lender, broker-dealer, or investment adviser. Any financing is subject to due diligence, credit approval, KYC and AML review, sanctions screening,
and execution of definitive agreements by regulated counterparties.