LTV

Debt Capital Memorandum

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For Qualified Debt Investors

The credit facility behind
LTV's acquisition engine.

We're an AI-first acquisition company. We buy profitable internet businesses at 2–5× EBITDA, rewire them around AI, and compound cash flows across a diversified portfolio. We're opening a $10M secured credit facility to deploy against a live pipeline of 40+ qualified targets.

$10M
Facility Target
SOFR + 550
Blended Pricing
1.5×
Min Portfolio DSCR
Q3 2026
Target Close
The Thesis

Great 0→1 operators. We take them 1→10.

The best acquisition targets are built by operators who nailed product-market fit but hit a ceiling scaling it. We acquire at 2–5× EBITDA, keep them in seat with rolled equity, and plug them into our growth engine: AI-first ops, direct credit lines with Meta and Google, and a 20-year digital network that unlocks distribution overnight.

Track Record · Representative Portfolio Asset
From a sub-scale acquisition to a mid-seven-figure run-rate in 14 months.

We acquired a 70% stake in a small digital business. No turnaround, no pivot. Just the LTV playbook applied with discipline.

At acquisition
$30Kmonthly revenue
14 months post-close
$400–550Kmonthly revenue, 30–40% net margin
~15× growth
01
Paid traffic at scale

Pre-approved credit lines with Meta and Google let us scale winning campaigns overnight, with no cash-flow throttle, no float risk.

02
Technology rebuild

Core site stack rewritten for speed, conversion, and SEO. Page-load, Core Web Vitals, and crawl budget, all fixed in the first 90 days.

03
Aggressive BD

20+ years of relationships in digital unlock distribution, partnerships, and channel deals that no first-time operator can match.

04
AI-first by default

LTV is an AI-first company. Every acquisition gets rewired around AI in content, support, ops, engineering, and sales. In practice, that means 2–4× throughput at a fraction of the headcount, from month one.

Why now

Profitable sub-$10M ARR digital businesses sell at 2–5× EBITDA because institutional buyers won't touch them, local buyers can't finance them, and the founders who built them don't have the playbook to scale them. We sit in that gap, and it's getting wider.

Why LTV can scale them

AI-first operating stack. Direct credit lines with Meta and Google. A 20-year rolodex of operators, partners, and channels. Every acquisition plugs into infrastructure most buyers spend a decade trying to build.

Why debt fits

Cash-flowing assets growing at 10×+ yields on cost are tailor-made for structured credit. Equity stays tight, returns amplify, and lenders get first charge on real, monitorable cash flows, not venture bets.

How the money works

Sample deal economics.

One of our in-flight acquisitions, anonymised. Every deal we underwrite lands within this envelope, or we don't do it.

Representative Transaction

Target revenue (ARR) $5.0M
EBITDA margin ~20%
EBITDA $1.0M
Purchase multiple 4.0×
Enterprise value (70% stake) $2.8M
Structure 60% close / 40% earnout
Facility drawdown $1.68M
Day-one DSCR 2.1×

Why the math works.

We acquire a majority stake (70%), keep the CEO and CTO in seat with meaningful rollover equity, and structure 60% cash at close with 40% earned out over 18 months. The seller is paid out of the cash the business already generates.

The facility funds the close. Debt service is covered 2× over from day one by the acquired EBITDA, before any optimisation. Every operational improvement widens coverage further.

Sponsor alignment: LTV contributes 10–20% equity per deal. Management rolls 20–40%. Lenders hold first charge on assets, IP, domains, and a cash sweep on excess cash flow above the DSCR threshold.
Facility structure

One facility. Two tranches.

A single master agreement with a senior tranche for acquisition cost and a stretch tranche for post-close value creation. Blended cost of capital sits in the high single digits; both tranches are cross-collateralised against the full portfolio.

Tranche A · Senior Secured

Acquisition Credit Line

Revolving, first charge, drawn per deal
Size$2M to $7M, revolving
PurposeFunds acquisitions ($200K to $2M each)
Tenor36 months per drawdown
PricingSOFR + 450 to 600 bps
RepaymentMonthly amort from acquired cash flows
Max LTV65% of acquisition price
DSCRMinimum 1.5×, tested quarterly
SecurityFirst charge on assets, IP, domains
Tranche B · Stretch

Growth & Bridge Facility

Post-close capex and working capital
Size$500K to $3M
PurposeOptimisation capex & short-term bridges
Tenor12 to 18 months per drawdown
PricingSOFR + 800 to 1,000 bps
RepaymentBalloon or refinanced into Tranche A
Max LTV85% blended, post-optimisation
DSCRMinimum 1.25×, tested monthly
SecurityCross-collateralised with portfolio
Blended cost of capital
Typical 70% senior / 30% stretch mix across a deployed facility.
~9.5% All-in, indicative
All facility terms and covenants subject to legal documentation and mutual agreement.
Why LTV is bankable

We underwrite like credit investors.

Lenders don't get paid by upside, they get paid by being right about the downside. Every element of LTV is built around that reality.

01

Portfolio, not deal

5 to 10 acquisitions per facility vintage. Your risk is diversified across verticals, geographies, and operators from day one.

02

Cross-collateralisation

Every asset in the portfolio backstops every drawdown. Your weakest deal is supported by your strongest.

03

Cash-flow underwriting

We only acquire assets with 3+ years of audited (or audit-ready) positive cash flow. No turnarounds, no pre-revenue, no hope.

04

Operator continuity

Sellers keep skin in the game through rollover equity and earnouts. Key-person insurance on every retained operator.

05

Sponsor capital plus $1M reserve

LTV contributes 10–20% equity per deal. On top of that, $1M sits at the holdco today as a portfolio-level cash reserve, available on day one before any lender takes a hit.

06

Market-tested pricing

$500K senior facility already signed at 11%, drawable on demand, undrawn until the in-flight acquisition closes. Validates that lenders can underwrite this thesis at this rate today.

07

Operational leverage

Shared finance, legal, marketing, and engineering across the portfolio. AI-first stack means margins expand post-close, they don't compress.

Reporting & governance

Transparent by design.

Lenders see what we see. Full portfolio reporting cadence from the first drawdown, with direct data room access for authorised facility participants.

Monthly

Operational pulse

  • P&L per acquired company
  • Free cash flow & debt service statement
  • DSCR vs prior month
  • Traffic & revenue KPI dashboard
Quarterly

Portfolio review

  • Full portfolio review with lender
  • Covenant testing & compliance certificate
  • Pipeline update: assets under evaluation
  • Reviewed management accounts
Annually

Strategic review

  • Audited consolidated financials
  • Independent portfolio valuation
  • Facility review & upsize discussion
  • Strategic plan for the year ahead
Event-based

Notification triggers

  • Immediate notice of material adverse change
  • Pre-approval for each new acquisition
  • Exit or refinancing notification
  • Covenant breach & cure plan
Covenants & alignment

Skin in the game on both sides.

Indicative covenant package and sponsor alignment mechanics. Final terms subject to mutual documentation.

Covenants

  • Portfolio DSCRMinimum 1.5× at portfolio level, tested quarterly.
  • Leverage RatioMaximum 4.5× net debt / portfolio EBITDA.
  • Minimum Liquidity$500K unrestricted cash held at all times.
  • Cash Sweep50% of excess cash flow above DSCR threshold pays down principal.
  • Concentration LimitNo single asset may exceed 35% of facility drawn.
  • Change of ControlNo sale or encumbrance of portfolio assets without lender consent.
  • Reporting ComplianceBreach of reporting cadence triggers cure period and rate step-up.

Alignment

  • Sponsor EquityLTV contributes 10–20% equity cheque per acquisition.
  • Management Rollover20–40% of seller proceeds rolled into portfolio equity.
  • Earnouts30–40% of purchase price earned over 12–24 months, performance-gated.
  • Bad-Boy Carve-OutSponsor recourse triggers only on fraud, misrepresentation, or willful misconduct. No recourse for business performance.
  • Key-Person InsurancePolicy on every retained operator, assigned to facility.
  • Lender Consent RightsApproval on each new acquisition against pre-agreed criteria.
  • No Cash DistributionsNo dividends to equity until facility DSCR > 2.0×.
Engagement process

From intro to first drawdown in ~60 days.

Initial Call

60-minute intro to the facility, pipeline, and team. Mutual fit and structure alignment.

Deal Room

Full data room access: live pipeline, historical financials, traffic data, and DSCR models.

Term Sheet

Headline facility terms, subject to credit committee. Mutual exclusivity for 30 days.

Close & Deploy

First drawdown within 30 days of close. Monthly reporting begins day one.

Ready to see the deal room?

We share the live pipeline, financial models, and historical deal data with qualified investors under NDA. Request access and we'll set up an intro call within 48 hours.

Request Deal Room Access Email the team