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Workshop14 min readFocus · October

Capital Stack Strategy

When to use debt vs. equity vs. retained earnings.

Focus for October

Lender education for the plan ahead

October: brief the lender on next year's plan before they ask.

Refreshes on the 1st of every month

Walk the banker through next year's plan, the major capex, and the working-capital pattern. Lenders that understand the plan before it begins are more flexible when it bumps.

  • Pre-year lender meeting calendared
  • 1-page plan summary prepared
  • Capex and WC pattern explained
  • Covenant headroom discussed openly
01

Match capital to the move

Mismatched capital is how good companies get hurt. The instrument should match the cash-flow profile of the use.

Use of fundsBest instrumentWhy
Working capital seasonalityRevolving line of creditSelf-liquidating; only pay when used
Equipment purchaseEquipment loan or leaseAsset secures the debt; matched amortization
Real estateCRE mortgage or SBA 504Long amortization matches asset life
Acquisition (cash flow positive)Senior term debt + sub-debtPredictable cash service
New product developmentRetained earnings or equityCash-flow timing too uncertain for debt
Pre-exit recap / dividendSenior + mezzOne-time, high cost OK for liquidity event
02

What lenders actually look at

MetricTypical lender thresholdWhat to know
Senior leverage (Debt/EBITDA)≤ 3.0xBanks; sub-debt extends to 4-5x
Fixed charge coverage≥ 1.20xIncludes principal, interest, capex, distributions
Customer concentrationTop 1 < 20%Triggers covenants or carve-outs
Revenue trendFlat-to-up 24 monthsDeclines kill deals, not just rates
Personal guaranteeOften required <$10MNegotiate burn-off triggers
03

When to talk to equity

  • Growth opportunity exceeds debt capacity
  • Cash flows are too lumpy or too far out for debt service
  • You want to take chips off the table (recap)
  • You need governance/board upgrade as much as capital
  • Strategic value of partner > cost of dilution