Scaled Operator
Workshop14 min readFocus · August

Capital Stack Strategy

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

Focus for August

Refinance / restructure window

August: market conditions, your performance, and the calendar — all line up best in late summer.

Refreshes on the 1st of every month

If a refinance or restructure makes sense for next year, August is when banks have bandwidth and the calendar gives you a real runway. Decide go / no-go now, not in November.

  • Decide refi go/no-go by Aug 31
  • If go: shortlist 3 lenders by Sept 15
  • Term sheets in hand by Oct 31
  • Close pre-Thanksgiving
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