Most debt memos are written for credit analysts. This one is written for everyone else. Walk through a real $2M acquisition, see how much cash actually moves, and understand exactly where the lender sits if a deal goes sideways.
This is one representative deal from the pipeline. Every acquisition is structured differently depending on the target, the operator, and the cash profile. The example below makes $1M of profit a year. We acquire 70%, the founder keeps 30% (rolled equity, no cash needed). Here's exactly how the cash moves at close.
The total deal value is $2M, but most of that is paid by the lender, the business itself, and the founder's rolled equity. LTV's actual cash cheque at close is small.
That ratio is called DSCR (debt service coverage ratio). It's the single most important number in a credit deal. Bigger is safer for the lender.
Four full layers of capital sit between a bad deal and the lender losing a single dollar. Here is the order, from first dollar lost to last.
The founder kept 20–40% of the business as equity, not cash. They lose this stake before anyone else.
The 10–20% of deal value LTV puts in per acquisition. Wiped out next.
$1M held at the holdco, sitting there as a portfolio-level backstop. Not earmarked, not deployed, available on day one.
Every other deal in the facility backs every other deal. Strong assets carry weak ones.
Last in the loss waterfall. First charge on assets, IP, and domains. Cash sweep on any excess cash flow above the DSCR threshold.
$500K, signed, drawable on demand, undrawn until we close the in-flight acquisition. That's our market-tested reference rate. The $10M portfolio facility is sized to bring the blended cost of capital down by spreading risk across multiple deals. If the structure can't get there, we'll draw at 11% and stack from there. We'd rather get the structure right than the rate right.
The full memorandum has the line-by-line economics, the indicative covenants, the reporting cadence, and the live pipeline. Available to qualified debt investors under NDA.
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