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Structured Equity vs. Term Loan Financing: A Practical Guide

November 28, 2024·6 min

Structured Equity vs. Term Loan Financing: A Practical Guide

Having worked on both SingleStore's growth buyout and Sonar's term loan financing, I've seen firsthand how capital structure decisions can make or break value creation.

The Landscape

Late-stage companies have more financing options than ever:

  • Traditional term loans
  • Structured equity (preferred + warrants)
  • Growth debt with revenue-based features
  • Convertible instruments
  • When to Use Each

    **Term Loans** (like Ping Identity's TLB refinancing):

  • Predictable cash flows
  • Mature business model
  • Lower cost of capital
  • No equity dilution
  • **Structured Equity** (like Scale Computing's merger):

  • High growth but unpredictable
  • Need flexibility in covenants
  • Investors want upside exposure
  • Bridge to next equity round
  • The Devil's in the Details

    Critical terms to negotiate:

  • **Amortization schedule**: Straight-line vs. back-loaded
  • **Covenant package**: EBITDA vs. revenue-based
  • **Warrants**: Strike price and dilution impact
  • **Prepayment penalties**: Make-whole vs. fixed percentage
  • Real-World Example

    On the Scale Computing deal, we modeled multiple scenarios showing how structured equity actually minimized founder dilution vs. a traditional equity round, despite the warrant coverage. The key was negotiating a favorable strike price tied to the next round.

    Understanding these instruments is crucial for anyone in growth-stage tech finance.

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