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.
For pre-submission discussions, we offer paid consultations. To initiate underwriting and lender outreach, submit the deal.
A private placement debt offering is a way to raise debt capital from a targeted set of investors without running a public, registered offering. The instrument can be a note, a bond-like security, a secured note package, or a structured “unit” that includes warrant coverage. What matters is the legal wrapper, the investor eligibility rules, and whether your documentation can survive real investment committee diligence.
In plain terms, investors are buying a risk-managed return stream with enforceable rights. In a credible private placement debt offering, the “sell” is not a story. It is contractual protection: covenants, reporting, collateral (if any), and a clear funds flow.
In the US, private placements often sit under Regulation D for the initial sale, and in larger institutional executions the distribution can involve Rule 144A and Regulation S mechanics. Which route fits depends on whether you want broad marketing, who your investors are, and how much disclosure and verification you can support.
| Route | When it is used | What it implies for execution |
|---|---|---|
| Reg D Rule 506(b) | Quiet raise, relationship-driven outreach, limited marketing. | No general solicitation. Investors are commonly accredited, with limited capacity to include non-accredited investors under specific conditions. Documentation still needs to read like institutional credit. |
| Reg D Rule 506(c) | Marketing is needed and you want the option to solicit broadly. | General solicitation is allowed, but sales are limited to accredited investors and the issuer must take reasonable steps to verify accredited status. |
| Rule 144A | Institutional “bond-like” placement into large buyers. | Often paired with a Reg S tranche for non-US investors. Used for scale, speed, and liquidity planning, with heavier disclosure and counsel coordination. |
| Regulation S | Offshore offers and sales outside the US. | Commonly combined with a US-facing structure. Still requires clean selling restrictions, KYC, and a compliance-ready distribution plan. |
Europe is not a single “Reg D equivalent” with one playbook. A private placement debt offering in the EU typically relies on Prospectus Regulation exemptions and local market practice. The most common path is to keep the offer in a professional zone: qualified investors, limited counts, and large denominations.
These are the “guardrails” that keep the issuance out of public-offer territory in many cases. Counsel still matters, because marketing facts and distribution patterns can move the analysis.
Names vary by jurisdiction, but the core test is consistent: professional distribution, documented protections, and a file that survives real diligence.
A private placement debt offering lives or dies on terms. If you ask for “flexible” debt but refuse reporting, covenants, or controls, serious capital walks. The goal is not to copy a bank loan. The goal is to present a credit that can be monitored and enforced.
| Term area | What investors want to see |
|---|---|
| Security package | Pledged shares, all-assets security, receivables pledges, account controls, or a clear explanation of why it is unsecured and still acceptable. |
| Covenants | Leverage and coverage tests where relevant, minimum liquidity, negative covenants (debt, liens, distributions), plus reporting timetables. |
| Pricing | Fixed or floating (SOFR/EURIBOR style references), with fees and call protection that match credit risk and tenor. |
| Use of proceeds | Specific, verifiable, and tied to value creation: acquisition, capex, working capital tied to contracted revenues, or refinancing with a rationale. |
| Governance | Who signs, who reports, who approves major actions, and how investors enforce rights if things drift. |
You can call it a private placement memorandum, an offering memorandum, or an investor deck. The name is not the point. The point is disclosure that matches the risk, plus definitive legal documents that allocate rights cleanly.
We treat a private placement debt offering like a real credit process. We underwrite the deal first, tighten the story into a credit memo, clean up the data room, and map the investor box before anyone is approached. If regulated placement activity is required in the relevant jurisdiction, that portion is handled through appropriately licensed partners under separate engagement.
If you are planning a private placement debt offering and want an underwriting-grade package plus investor outreach support, submit your file. We will revert with next steps, scope, and pricing based on size, jurisdiction, and investor target.
Request A QuoteDisclaimer: This page is for general information only and does not constitute legal, tax, regulatory, investment, or solicitation advice. Financely is not a bank, lender, broker-dealer, or investment adviser. Financely provides advisory and structuring support. Any regulated placement, solicitation, brokerage, or distribution activity is performed solely by appropriately licensed third-party partners where required, under separate engagement and applicable law. No funding is guaranteed. All matters are subject to diligence, investor eligibility, KYC and AML review, sanctions screening, and definitive documentation.
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.
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.
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