Raising debt in the lower-mid-market, answered plainly.
A working guide to raising and refinancing debt for a UK lower-mid-market company, built from the questions owners and finance directors put to us most often. 75 answers across six headings, from what a debt adviser does and what one costs, through how a competitive process actually runs, to who lends in this market now and how the structures, covenants and pricing work in practice.
The answers are written for the borrower’s side of the table. They are general guidance, not advice on your specific facility. For a straight read on your own situation, an early and confidential conversation costs nothing.
We run the raise on your side of the table.
A debt adviser runs a financing on the borrower’s side of the table, and only the borrower’s. The job is to work out how much debt a business can sensibly carry, prepare the credit case to institutional standard, then take it across the whole market — banks, specialist lenders and private-credit funds alike — and run a competitive process so several lenders bid against one another rather than one quoting into a vacuum.
The benchmark is the best terms the market will compete to provide, not the bank’s first offer. A single quote is not a market, and an incumbent that knows it is the only lender in the room prices accordingly. The value is in knowing which lenders are writing this quarter, what each will and will not do, and where a term sheet has room to move, then holding the process to that tension through to drawdown.
Frame the credit story
The amount, the structure, the angle to lead with
Prepare the materials
Memorandum, model, presentation, data room
Approach the relevant lenders
A ranked shortlist across the whole market
Structure and negotiate
Price, covenants, security — held to tension
Through to close
Term sheets side by side, a recommendation on each
Frame the credit story
The amount, the structure, the angle to lead with
Prepare the materials
Memorandum, model, presentation, data room
Approach the relevant lenders
A ranked shortlist across the whole market
Structure and negotiate
Price, covenants, security — held to tension
Through to close
Term sheets side by side, a recommendation on each
The spread across the market is wide. Most borrowers never price it.
The cost of the same amount of debt varies more than most borrowers expect. Between a clearing bank’s keenest senior facility and a private-credit fund pricing for flexibility sits a spread of several percentage points a year, real money once it compounds over the life of a facility.
None of these categories is the right answer on its own; the cheapest source that will fund the structure usually is. The range exists all the same, and a borrower who takes the first offer never sees where inside it their own deal could have landed.
Cost of capital across the structure, from senior bank debt to subordinated.
| Category | Range |
|---|---|
| Clearing & relationship banks | Senior, keenest |
| Asset-based & asset-finance | Against the asset base |
| Challenger & specialist banks | On its own terms |
| Private credit & unitranche | Flexibility, priced |
| Junior / mezzanine / PIK | Subordinated |
Indicative all-in cost of capital by category, relative to a senior bank facility.
Indicative margin over the reference rate, by lender category.
| Category | Indicative margin |
|---|---|
| Clearing & relationship banks | Base + 1–3% |
| Asset-based & asset-finance | Priced to the asset |
| Challenger & specialist banks | On its own terms |
| Private credit & unitranche | SONIA + 5.5–8% |
| Junior / mezzanine / PIK | Subordinated |
Indicative all-in margin over the reference rate (SONIA or base), by category, for a lower-mid-market facility. A trade-off spread, not a ranking; the right category is the one that fits the deal. Ranges are qualitative, not a quote.
Source · Solon — market read
38%
Only 38% of UK smaller businesses seeking finance consider more than one provider. The other three in five approach a single lender — most often their own bank — and stop there.
That is the mechanism worth understanding. A borrower who never sees the market cannot know whether the terms in front of them are competitive, because there is nothing to compare them against. Running a process turns a single quote into a market by putting credible alternatives in the room, and it is those alternatives, more than the negotiation itself, that move an incumbent’s terms. Most borrowers never reach that point.
The pattern is long-standing. In the analysis behind the government’s own Bank Referral Scheme, around 60–70% of smaller businesses approached only their main bank for finance, and roughly 40% gave up the search altogether if that bank declined.
What a debt adviser does, and what one costs.
What does a debt adviser actually do?
A debt adviser runs the financing on the borrower's side of the table. We work out how much debt the business can sensibly carry, build the model and the lender materials, then take the deal to market and run a competitive process so several lenders bid against each other. From there we negotiate the terms that move money over the life of a facility: pricing, leverage, covenants, amortisation and security. We then drive the deal through credit, diligence and legals to drawdown. Most of the value comes from knowing which lenders are actually writing cheques this quarter, what each one will and won't do, and where there is room to push. You are buying market knowledge and the competitive tension that a borrower cannot manufacture alone. The analysis is necessary, but it is the negotiation and the process discipline that earn the fee out.
When does a company need a debt adviser?
When the financing is large enough or awkward enough that getting the terms wrong costs real money. The clear triggers are familiar. You are raising new debt for an acquisition or a buyout. You are refinancing and the incumbent's renewal terms look unambitious. You have outgrown your bank and need a different category of lender. You are in a covenant breach or a stressed position and need someone who has sat across from these credit teams before. For a vanilla overdraft renewal or a small asset finance line, you don't need us. The test is whether a competitive process and sharper terms would recover several times the fee. On most deals above a few million pounds, they do.
What is the difference between a debt adviser and a commercial finance broker?
Both sit between you and lenders, but the work differs in kind. A broker matches you to a product and is usually paid a commission by the lender who wins the deal. That commission pulls towards the lender who pays the broker best, which is not always the lender who is best for you. A debt adviser is retained and paid by you, runs a structured competitive process, and negotiates the full set of terms rather than placing a loan. Brokers suit smaller, standardised facilities. Advisers earn their keep on larger or more structured raises, where leverage, covenants and documentation are negotiable and a single covenant or a few turns of pricing carry real money.
Why not just go straight to my own bank?
Because your bank gives you one quote, and a single quote is not a market. Your relationship manager is paid to win your business on terms that suit the bank, and with no competing bid in the room you have almost nothing to push against. Banks have also pulled back from large parts of the mid-market, so the sharpest terms often sit with debt funds and specialist lenders your bank will never mention. From the lender's side of the table, we have seen incumbent renewal terms move materially once a borrower puts two or three credible alternatives on the table. Going to your bank first is a reasonable sanity check, but treating its first offer as the answer is how borrowers overpay. The bank knows whether you are shopping the deal, and it prices accordingly.
The market broadened: banks fell below half of new lending to smaller businesses.
| Year | Big-five banks | Challenger, specialist & non-bank |
|---|---|---|
| ’14 | 63% | 37% |
| ’15 | 62% | 38% |
| ’16 | 58% | 42% |
| ’17 | 51% | 49% |
| ’18 | 49% | 51% |
| ’19 | 52% | 48% |
| ’20 | 68% | 32% |
| ’21 | 49% | 51% |
| ’22 | 45% | 55% |
| ’23 | 41% | 59% |
| ’24 | 40% | 60% |
- Challenger, specialist & non-bank
- Big-five high-street banks
Share of gross lending to smaller UK businesses. 2014 and 2020–2024 are reported figures; 2015–2019 are read from the source's published chart (SBFM Fig B.92). The 2020 dip reflects Covid-scheme lending routed through the big-five banks.
Source · British Business Bank, Small Business Finance Markets (annual), 2025 edition
How are debt advisory fees structured?
Almost always a retainer plus a success fee. The retainer is a fixed amount, paid up front or in stages, that covers building the model, preparing materials and running the process. It is modest against the deal and keeps both sides committed. The success fee is the larger part, paid only when the financing completes, usually a percentage of the debt raised. That structure aligns us with you. We get paid properly when you get your money on good terms, and we carry real downside if the deal dies. The percentage falls as the deal size rises, so smaller raises carry a higher rate and often a minimum fee. Get the full basis in writing before you start, including what counts as a completed raise and how the success fee is calculated. The retainer is frequently credited against the success fee at completion.
How much should debt advisory cost?
Think in two parts. A retainer, a small fixed sum set against the size and complexity of the job, and a success fee that is a percentage of the debt raised, payable on completion. The percentage is tiered, so a larger raise pays a lower rate and a smaller raise a higher one, usually with a minimum fee that makes the work viable. As a rough frame, success fees on lower-mid-market deals sit in the low single digits as a percentage, with the retainer often credited against the success fee at close. Avoid anyone taking an undisclosed cut from the lender as well as from you, and avoid fees that fall due whether or not you draw the debt. Judge the offer on the all-in cost against the terms achieved rather than on the headline rate.
Is a debt adviser worth it for a smaller raise?
Sometimes. It turns on whether a process can recover the fee. On a smaller, standardised facility the terms are fairly fixed and there is little to negotiate, so the adviser's percentage can eat most of the benefit. There a broker or your own legwork may be enough. But smaller does not mean simple. A four million pound acquisition facility, or a refinancing with a covenant problem, is small in size and large in complexity, and that is exactly where good advice pays for itself. Run the test. Estimate what sharper pricing and better covenants are worth over the life of the facility, then weigh that against the fee. If the saving is several multiples of the cost, retain someone. If it is line-ball, don't.
What does the process look like from start to finish?
Four broad stages. Preparation comes first: we build the model, agree the right amount and structure of debt, and write the information memorandum and lender materials. Then the market, where we approach a shortlist of lenders we judge will compete, manage their questions, and bring back indicative terms. Then selection and negotiation, where we compare offers like for like, push on the points that carry money, and take a lender into exclusivity. Last is execution, through credit approval, due diligence, legal documentation, conditions and drawdown. A clean deal runs twelve to sixteen weeks, and longer where there is an acquisition, heavy diligence or a complex structure. Most of the value is created early, in framing the ask and choosing who to invite, and late, in the negotiation; the middle is largely process discipline.
Won't bringing in an adviser annoy my bank?
No. It signals you are running a proper process, and lenders that want the business respect that. Credit teams deal with advisers constantly and often prefer it, because the materials arrive in a form they can underwrite and the deal runs to a timetable. Your relationship manager may not love losing the easy renewal, but a well-run process produces a better-prepared borrower and a cleaner deal, which the bank's credit committee likes. If a lender is genuinely put off by you taking advice, that tells you something about how it intended to price the deal. The relationship that matters is the one you have after drawdown, and a sharp set of opening terms does not damage it. Banks expect serious borrowers to test the market.
Can my accountant or corporate finance adviser just do this?
Usually not as well, for a specific reason. Debt is a different market from equity and M&A, with its own lenders, conventions and negotiating points. Your accountant knows your numbers, which is valuable, but knowing the numbers is not the same as knowing which debt fund will stretch leverage this quarter or where a covenant package can be loosened. Corporate finance teams that live in M&A often treat the debt raise as a bolt-on and run it thinly. Debt advisory is a specialism. The day-to-day feel for lender appetite, current pricing and what is negotiable comes from doing debt deals repeatedly, not occasionally. Use your accountant for the accounts and your lawyer for the documents. For running the process and the negotiation, use someone who does only that.
What does an adviser know that I don't?
Which lenders are actually lending, on what terms, right now. The market moves constantly. A fund that was stretching leverage six months ago may have pulled its horns in, while a new entrant prices aggressively to win deals. We carry a live picture of appetite across banks, debt funds, asset-based lenders and specialists, and we know the individual credit teams well enough to read what they will accept before we ask. We also know where the give is in a term sheet, which points lenders treat as standard but will move on under competition, and which are genuinely fixed. That market knowledge is the core of the job. You raise debt every few years. We are in the market every week, which is why the terms we open with are usually better than the ones you would be offered cold.
How a raise runs, from mandate to money.
How long does it take to raise debt, start to finish?
Plan for twelve to sixteen weeks from engagement to money in the account, assuming nothing breaks. The first three to four weeks go on preparation, building the model, drafting the information memorandum and standing up the data room. Lender marketing and first meetings run another three to four weeks. You then give credible lenders four to five weeks to do their work and come back with firm terms. Pick a lender, sign a term sheet, and legals plus diligence take a further four to six weeks to close. The honest variable is you. Processes slip when management is slow to answer diligence or the numbers move mid-flight. A clean, well-prepared borrower with current information closes at the fast end. A well-run sponsor deal can close in eight weeks; a messy one can drag past five months.
What is an information memorandum and what goes in it?
The IM is the document lenders read first and form their view from. Forty to sixty pages, written by your adviser, making the credit case for lending to you. It covers the business and what it does, the market and your position in it, management and ownership, a financial section with historical performance and the forecast, the transaction, and the funding ask. The job is to anticipate the questions a credit officer will have and answer them before they are asked. A good IM is candid about the risks and shows you have a handle on them. Lenders are wary of documents that read as pure sell-side gloss. The IM commits you to nothing and is issued under NDA. Get it right and it carries you a long way into the process before anyone has spoken to you.
What financial model do lenders expect to see?
A three-statement model in Excel, monthly for the forecast period and annual thereafter, with the statements properly linked. Lenders care about cash and covenants, so the model has to show the debt schedule, the interest and amortisation, headroom against the covenants you are proposing, and the cash available to service the facility. Build in the ability to flex the key drivers, because a credit team will run their own downside. Tie the historicals to your audited accounts and the latest management figures, and be ready to bridge any difference. Where the forecast steps up, show what drives it and why it is deliverable. The common failure is a model that is internally inconsistent or cannot survive a sensitivity. That reads as a business that does not know its own numbers, and it costs you credibility you do not get back.
What do lenders actually assess when they decide whether to lend?
Five things, in roughly this order, and understanding them tells you where to spend your preparation. First and above everything, serviceability. Can the business generate enough cash to pay the interest and repay the debt on schedule, through a downside as well as the plan? A credit officer builds their own bad case and looks at how much headroom survives it. This is why cash conversion and the resilience of the forecast matter more than the headline growth rate. Second, the quality and durability of the earnings. Recurring, contracted or repeat revenue is worth far more to a lender than one-off or lumpy income, and add-backs to EBITDA get scrutinised hard, because the leverage multiple is applied to the number they believe, not the number you present. Concentration is part of this. A book where one customer is a third of revenue is a risk they will price or cap. Third, security and downside recovery. What can the lender take a charge over, and what would it recover if the business failed? A bank leans heavily on this; a cashflow fund leans less, but every lender wants to know its position if the plan does not hold. Fourth, management. Lenders back people as well as numbers. A team that knows its business, presents its figures credibly and has delivered before is a materially better credit than one that cannot defend its own forecast in a meeting, even with identical financials. Fifth, sector and structure fit. Every lender has an appetite, sectors it likes, leverage levels it will go to, deal shapes it understands, and a strong business in the wrong lender's box still gets a no. That last point is why a decline from one lender is rarely a verdict on the company. The practical lesson is that most of the work of getting a good answer is done before the process starts, in a forecast that survives a sensitivity, earnings you can defend line by line, and taking the deal to the lenders whose appetite actually fits it.
What is a data room and what do I need to put in it?
A virtual data room is the indexed online folder where lenders and their advisers find everything they need to diligence you. It holds three to five years of audited accounts and recent management accounts, the financial model, a current trading update with the order book or pipeline, material customer and supplier contracts, the cap table and existing debt documents, property leases, and the key litigation, insurance and pension detail. Set it up early, structure it by workstream, and keep it tidy. A disorganised data room signals a disorganised business and invites lenders to dig harder. Stage your disclosure so the most sensitive material, customer names and detailed pricing, comes out later once a lender is committed. Your adviser runs the index and controls who sees what, and when.
What will I have to provide as the borrower, and how much of my time does it take?
More than you expect, and the load falls on the CFO and the finance team. You provide the source data, the historical accounts, the management information, the contracts and the answers to a diligence list that runs to several hundred line items by the end. You sit in the lender meetings and present the business. You sign off the model assumptions and the IM, because it is your name on the numbers. Budget two to three days a week of the finance function over the live weeks, more around management presentations and the diligence push before close. A good adviser absorbs the heavy lifting, the drafting, the lender management and the process choreography. What cannot be delegated is the substance only you hold, knowing the business and defending the forecast in a room. Free up the CFO before you start.
How does a competitive process work, and is it worth running one?
Yes, in almost every case. A competitive process means you approach a controlled field of lenders in parallel rather than negotiating with one. Your adviser builds a target list matched to the deal, sends the IM under NDA, holds management meetings with the serious ones, then asks for written indicative terms by a set date. You compare the terms, take three or four lenders into a second round, and let the tension do the pricing work. Competition is what moves margin, fees, leverage and the covenant package in your favour. A lender that knows it is the only option has no reason to sharpen its pencil. A deadline also keeps everyone moving. The art is calibrating the field. Too few and you lose the tension, too many and you look like you are shopping the deal and lenders disengage. Eight to twelve approaches is usually the right shape.
What is the difference between a term sheet and credit approval?
A term sheet is an offer with conditions, not committed money. When a lender issues indicative terms, a deal team likes your business and believes it can get the deal through their credit process. It is not yet approved. The binding step is credit committee, where the deal team takes the transaction to the people who actually sanction the risk. Until that clears you have a strong indication, not a deal. This matters because a term sheet at a sharp price from a lender who then cannot deliver committee approval is worth nothing, and you have burned weeks. So we weigh the credibility of the lender and the deal team alongside the terms. Has this team delivered deals like yours before? Are the terms ones their committee will actually sign off, or priced keen to win the mandate and repriced later? The headline number is only as good as the institution behind it.
What happens at credit committee, and can my deal still fall over there?
Credit committee is where a lender's senior risk people decide whether to commit the institution's capital. The deal team presents a credit paper covering the business, the numbers, the security and the downside, and the committee interrogates it. They are paid to find the reasons not to lend. Yes, deals fall over here, and it is the most painful place for it, because you are weeks in and may have stood down other lenders. Committees also move terms, tightening leverage, adding a covenant, repricing. You protect yourself by understanding each lender's credit appetite before you back them, running a process so a credible alternative stays alive until terms are firm, and making sure the deal team genuinely has the institution behind them. A team that has pre-socialised your deal with its committee is worth more than one promising the world on day one.
What due diligence will the lender run before they fund?
It scales with deal size and lender type, but expect financial, legal and sometimes commercial diligence. Financial due diligence, usually run by an accounting firm, tests your historical numbers, the quality of earnings, working capital and the forecast assumptions. This is the one that most often moves the deal, because adjustments to underlying earnings move the leverage multiple and therefore how much you can borrow. Legal diligence reviews the contracts, the security, title and any litigation. Larger or more specialised deals add commercial diligence on the market and your position, plus management background checks. You pay for the lender's diligence as well as your own advisers, and those costs are real. Prepare for FDD as if it were an audit. The earnings adjustments that surface there are the single biggest source of surprise between the term sheet you signed and the facility you actually get.
What does documentation and close involve, and where does it get stuck?
Once terms are agreed and diligence is running, the lawyers draft the facility agreement, the security documents and the conditions precedent. The facility agreement sets the covenants, the events of default, the margin ratchet and what you can and cannot do while the debt is outstanding. This is where real money is made or lost, well after the headline price is set. The points that stick are almost always the covenant definitions, particularly how EBITDA and net debt are defined, the permissions for further debt, acquisitions and distributions, and the cure rights if you trip a covenant. Then comes the conditions precedent list, the documents and approvals you must deliver before funds release. Close is the day the CPs are satisfied, the documents sign and the money moves. Keep your lawyer focused on the half-dozen terms that will bite in a downside, and do not bleed time on points that never matter.
How much does it cost to raise debt, all in?
Budget for several distinct costs and do not be surprised by the total. The lender charges an arrangement fee on the facility, which tracks the lender type. Bank deals sit nearer one percent, fund deals two to three percent of the amount drawn. On top comes a commitment fee on any undrawn portion. You pay your own legal fees and the lender's legal fees. You pay for diligence, the financial and, where required, the commercial and legal workstreams, often the largest single line after the arrangement fee. Your debt adviser charges a retainer and a success fee tied to closing. On a mid-market raise the all-in cost runs to a meaningful percentage of the facility once everything is counted. Two points are worth holding onto. The adviser fee is usually recovered several times over through better terms, because lower margin alone pays for it across the life of the loan. And get a clear cost estimate up front from every party, so there are no surprises at close.
Who lends in this market now, and how they differ.
Who actually lends to UK lower-mid-market companies these days?
Five distinct groups. The clearing banks, NatWest, Lloyds, HSBC, Barclays and Santander, still hold most relationships but write a shrinking share of new sub-£15m money. Challenger and specialist banks, OakNorth, Shawbrook, Allica, Aldermore, Secure Trust, Cynergy, Metro and Virgin Money among them, now do the bulk of it. Private-credit and direct-lending funds, Beechbrook, Shard, ThinCats, Cordet, Triple Point and a couple of dozen more, lend off cashflow and a credit paper rather than a branch relationship. Asset-based lenders such as Leumi, IGF, Arbuthnot, Bibby and Close Brothers lend against your debtors, stock, plant and property. Asset-finance houses fund kit. For a £3–15m raise, four or five names from across these groups will compete for the same deal. The trick is knowing which four or five.
The categories of capital, ordered by cost and structural reach.
| Order | Category | Where it sits |
|---|---|---|
| 1 of 5 | Clearing & relationship banks | Keenest price, narrowest box |
| 2 of 5 | Asset-based & asset-finance | Lends against what you own |
| 3 of 5 | Challenger & specialist banks | Underwrites on its own terms |
| 4 of 5 | Sponsor & searcher specialists | Backs the operator as much as the asset |
| 5 of 5 | Private-credit & direct-lending funds | Flexes around the event and prices for it |
How the categories of capital relate on cost and structural reach.
What is the difference between a clearing bank, a challenger bank and a private-credit fund?
Where the money comes from and how they decide. A clearing bank lends depositors' money against a standardised credit policy through a relationship director covering 30 to 80 names. It is cheap, slow to flex, conservative on quantum, and the offer is the offer. A challenger or specialist bank is still deposit-funded and PRA-authorised, but built around a sector or a structure, so it will underwrite a story a clearing bank won't and move faster. A private-credit fund lends committed capital from pensions and insurers, with no deposits and no branch network. It prices higher, but it lends on forward cashflow and a business plan, stretches further on leverage, and will hold a single £10m position a bank would syndicate. Banks want security and covenants. Funds want a return and a credit they believe in.
How many lenders are there really, beyond the big banks?
Far more than any one borrower could reach alone. Well over 50 new banking licences have been granted in the UK since 2013, and that counts only the deposit-takers, not the credit funds. On a £3–15m deal the credible field runs to the five or six clearing banks, fifteen-odd challenger and specialist banks, fifteen to twenty-five private-credit and direct-lending funds active below £15m, and a deep bench of asset-based and invoice-finance houses. Call it sixty to eighty names that genuinely write cheques in this band. No borrower has met more than a handful. Brokers in the market run an average of six lenders per deal, which is the right order of magnitude for a proper process. The point of whole-of-market access is that the right lender for your situation is almost never the one bank you happen to bank with.
Why has so much lending moved away from the high-street banks?
Two forces, one regulatory and one commercial. After 2008 the capital rules made it expensive for the big banks to hold bespoke, sub-£15m corporate loans, so they standardised, pulled back from cashflow lending, and pushed borrowers towards vanilla overdrafts and asset finance. Into that gap came the challengers and the credit funds, built for exactly this lending and carrying cheaper capital treatment or none of the deposit baggage. The British Business Bank's series shows the shift. Everything outside the big-five high-street banks, the challengers, the specialists and the non-bank funds, wrote 37% of gross lending to smaller businesses in 2014. By 2024 that share was 60%, so roughly two-thirds of the market now sits away from the traditional high street. The centre of gravity has moved. A borrower who only knows their incumbent is shopping in a shrinking corner of it.
The market broadened: banks fell below half of new lending to smaller businesses.
| Year | Big-five banks | Challenger, specialist & non-bank |
|---|---|---|
| ’14 | 63% | 37% |
| ’15 | 62% | 38% |
| ’16 | 58% | 42% |
| ’17 | 51% | 49% |
| ’18 | 49% | 51% |
| ’19 | 52% | 48% |
| ’20 | 68% | 32% |
| ’21 | 49% | 51% |
| ’22 | 45% | 55% |
| ’23 | 41% | 59% |
| ’24 | 40% | 60% |
- Challenger, specialist & non-bank
- Big-five high-street banks
Share of gross lending to smaller UK businesses. 2014 and 2020–2024 are reported figures; 2015–2019 are read from the source's published chart (SBFM Fig B.92). The 2020 dip reflects Covid-scheme lending routed through the big-five banks.
Source · British Business Bank, Small Business Finance Markets (annual), 2025 edition
My bank turned us down. Does that mean we are not bankable?
No. It means one lender, applying its own policy on one day, said no. A decline usually reflects that bank's sector appetite, its concentration limits, a covenant it didn't like, or simply that your deal doesn't fit its boxes. It is not a verdict that the business can't be funded. Around a quarter of all successfully funded broker deals were declined somewhere else first. With sixty-plus credible lenders in the band and two-thirds of the market sitting outside the high street, a single no from an incumbent rules out a sliver of your options. Read as a judgement on the company it misleads; it is only a judgement on the fit between this company and that one lender's current book. Different lenders want different things, and a deal one bank won't touch is often a deal another actively wants.
What does whole-of-market access actually get me?
Reach, competition and the right structure. On reach, we approach the eight or twelve lenders whose stated appetite fits your sector, size and situation, including the funds and specialists you have never heard of and cannot efficiently find. Competition follows from running several of them in parallel, which is the only thing that disciplines price and terms, since a lender that knows it is the only option prices accordingly. And the right structure is often not the one you asked for: a blended asset-based line plus a cashflow tranche, say, instead of the overdraft your bank offered. A borrower going direct gets one conversation, one structure and one price, where a proper process gets you several offers you can hold against each other. On a £3–15m facility the gap between the first yes and the best yes is usually worth multiples of any fee.
What is asset-based lending and when is it the right answer?
ABL lends against what is on your balance sheet rather than against your profit. The lender advances a percentage of your eligible debtor book, typically 80 to 90%, then adds tranches against stock, plant and machinery, and property, and combines them into one facility. It is the right answer in three common situations. When a bank declines on leverage or covenant grounds but the company is asset-rich, ABL re-bases the borrowing on collateral and unlocks the deal. When you need more working capital than an overdraft will give, an ABL line typically releases multiples of what a clearing bank lends against the same debtors. And in acquisitions, buy-outs and refinancings, where the assets coming with the deal can fund a chunk of the price. It suits manufacturers, distributors, recruiters and hauliers especially. It is poorly suited to asset-light service businesses with no balance sheet to lend against.
What is the difference between factoring, invoice discounting and asset-based lending?
All three release cash tied up in your unpaid invoices, but they differ in how much they lend against, who runs the collection, and whether your customers know. Factoring is the simplest and the most visible. The lender advances a percentage of each invoice, typically 80 to 90%, and also takes over running the sales ledger and chasing payment. It is disclosed, so your customers pay the finance provider directly and know the facility exists. It suits smaller businesses that value having the credit-control function outsourced, but the disclosure and the loss of control over collections put some companies off. Invoice discounting advances against the same debtor book on similar terms, but you keep the ledger and keep collecting, and it is usually confidential, so your customers never know. It costs a little less and preserves the customer relationship, which is why most established businesses that can meet the lender's systems and reporting requirements prefer it to factoring. Asset-based lending is the broadest of the three. It starts with the same receivables line, often at a higher advance rate for a strong book, then adds tranches against stock, plant and machinery, and property, and combines them into a single larger facility that flexes as those assets move. The right choice tracks your size and your balance sheet. A smaller company that wants collections handled takes factoring. A more established one that wants confidentiality and a keener price takes invoice discounting. An asset-rich business, a manufacturer, distributor, wholesaler or recruiter, that needs more headroom than the debtor book alone provides takes full ABL, because it unlocks the stock and fixed assets as well. In every case the facility sizes off a borrowing base you report regularly, and concentrations, overdue invoices and slow-moving stock get disqualified from what you can draw against.
Isn't private credit just expensive money for companies banks won't touch?
Private credit is the expensive end of the market, and it is priced that way for a reason. Funds lend on forward cashflow and the business plan, go further on leverage, and commit quickly, broadly at SONIA plus 550 to 800bps at the institutional end with an arrangement fee, against a clearing bank running materially cheaper. Some of what they fund is lending banks declined; much of it is lending bank credit policy was never built to do at that leverage or speed. Whether the premium is rational depends on the situation. For a steady, lowly-geared business that fits bank credit policy, the bank is the right answer and the fund coupon is money wasted. For a borrower who needs quantum, a bullet repayment, an acquisition line or completion in six weeks, the premium buys certainty and structure the bank cannot offer. It is mainstream rather than marginal, non-bank lenders run around 70% of UK mid-market leveraged finance, so a full process usually prices both. The real question is not bank versus fund on price alone, but which structure actually funds your plan, and at what all-in cost once headroom and certainty are counted.
UK private credit grew from near zero to about £60bn in a decade.
| Year | UK private credit (£bn) |
|---|---|
| ’13 | £0.5bn |
| ’15 | £1bn |
| ’17 | £2.1bn |
| ’19 | £4.3bn |
| ’21 | £12.6bn |
| ’22 | £21bn |
| ’23 | £38bn |
| ’24 | £59.5bn |
- Outstanding UK private credit
Outstanding UK private-credit stock. The 2013 (~£0.5bn) and 2024 (£59.5bn) endpoints are reported, a compound growth rate of roughly 54% a year; intermediate years are an illustrative compounding path between them.
What does it actually cost, bank versus challenger versus fund?
Cost tracks the lender's own cost of capital and how hard they have to work the credit. A clearing bank is cheapest on a clean, secured, low-leverage deal, often a point or two over base, but it lends least and flexes least. A challenger or specialist bank sits a little above that and will lend on a story the high street won't. Asset-based lending prices on the structure. The headline margin can look higher than a bank loan, but the all-in cost is often competitive once you count the extra headroom released. Private-credit funds are the dearest, broadly SONIA plus 550 to 800bps plus a 1.5 to 3% arrangement fee at the institutional end, and you pay that for cashflow underwriting, higher leverage, speed and certainty. The cheapest facility is rarely the best one, so weigh total cost against what each structure actually lets you do.
Everyone is talking about a refinancing wall in 2026 and 2027. Does it affect me?
Probably, and it cuts both ways. A large band of debt written in 2020 and 2021 is maturing now, including £25.8bn of CBILS facilities on terms of up to six years whose final maturities land across 2026 and 2027. Borrowers who locked in cheap, government-backed or sub-2% money are refinancing into a 6%-plus world. The SME effective new-loan rate sat at 6.11% in early 2026 against base of 3.75%, so the cost step-up is real whatever you do. The wall also soaks up arranger and fund bandwidth at the large end, which means sub-£15m deals get less attention from the institutions and need someone who knows where to take them. The practical point is to refinance early. Convention is to start 12 to 18 months ahead of maturity. Leaving it late, into a market everyone else is hitting at once, is how a manageable refinancing turns into a rushed one.
A refinancing wall concentrated in 2026–27, as six-year facilities come due.
| Year | Covid-scheme final maturities | Leveraged & mid-market (illustrative) | Total |
|---|---|---|---|
| 2025 | £8bn | £10bn | £18bn |
| 2026 | £30bn | £15bn | £45bn |
| 2027 | £28bn | £18bn | £46bn |
| 2028 | £10bn | £22bn | £32bn |
| 2029 | £4bn | £18bn | £22bn |
- Covid-scheme final maturities
- Leveraged & mid-market (illustrative)
Covid-scheme totals and six-year terms are reported; the allocation into maturity years, and the leveraged / mid-market overlay, are illustrative. The Bank of England estimates ~40% of UK leveraged loans mature within two to three years. The concentration in 2026–28 is not in doubt; the precise annual £ split is.
Why use an adviser instead of going to a few lenders myself?
Because the lenders you can name yourself are the wrong sample, and going direct kills your leverage. Almost every fund and specialist in this band originates through advisers and accountants, not cold inbound. They barely see direct-corporate flow and are not set up to handle it well when it arrives. So the names a borrower reaches alone are the high-street incumbents, one corner of the market, and not always the corner a complex raise needs. An adviser brings the rest of the field, packages the numbers the way lenders want to see them, and runs the process in parallel so the offers compete. Run sequentially and direct, you take the first yes and never know what the best one looked like. The fee pays for reach you do not have and tension you cannot create on your own.
The terms that move the money, and the ones that bite.
Debt or equity — which should we raise?
Start from what the money is for and what it costs you to keep. Debt is cheaper and it is not dilutive. You pay interest, you keep every share, and once the facility is repaid the lender is gone and the upside is entirely yours. The price of that is fixed obligations. Interest and amortisation fall due whatever the business is doing, and the covenants hand a lender rights over the company if performance slips. Equity is the opposite. It never has to be repaid and it carries no covenant that can put you in default, but it is the most expensive capital you will ever raise, because you are selling a permanent share of every future pound the business earns, and it comes with a new owner at the table. The decision framework a finance director should run is fourfold. First, predictability of cash flow. Steady, contracted, recurring revenue services debt comfortably and argues for borrowing; lumpy, early-stage or binary cash flow does not, and equity absorbs the volatility that would trip a covenant. Second, the purpose. Funding a known asset with a measurable return, an acquisition, a fit-out, a fleet, suits debt, because you can match the repayment to the cash the asset throws off. Funding something speculative with no near-term cash, a long product build or a land grab for market share, is equity's job. Third, the existing balance sheet. If you are already carrying leverage, more debt compounds the fragility; if you are ungeared, there is capacity to use before you reach for equity. Fourth, cost and control. Debt on a lower-mid-market deal costs a single-digit margin over the reference rate; equity implicitly costs far more once you price the share of exit value you give away, and it dilutes both your economics and your control. The two are not mutually exclusive, and the best answer is often a blend, a sensible layer of debt topped by the equity needed to fund the part debt cannot reach, which keeps dilution to the minimum the plan actually requires. Where a business generates cash and the use of funds has a return, debt is usually the cheaper and cleaner tool, and taking equity you did not need is an expensive mistake you cannot undo. Where the cash flow cannot safely carry fixed repayments, borrowing is the wrong tool and forcing it on is how a good company is made fragile. We advise on the debt side only, so we will tell you honestly when the answer is equity, or partly equity, rather than sell you a facility the business should not carry.
What do borrowers most often get wrong when negotiating terms?
They negotiate the margin and give away everything that matters. Price is the most visible term and the least important once a deal is performing. The terms that bite are the ones nobody focuses on at signing. Covenant headroom set too tight against an optimistic forecast. EBITDA defined narrowly so your add-backs don't count. Cash sweeps and excess-cashflow clauses that pull money out before you can reinvest it. Restrictions on acquisitions, capex and distributions that strangle the plan you borrowed to fund. The other recurring error is running a process with one lender. Competitive tension is the single biggest lever you have, and it evaporates the moment a lender knows they are the only horse. Run two or three to credit-approved term sheets in parallel. The third mistake is leaving documentation to the lawyers without a commercial brief, so the long-form agreement quietly tightens what the term sheet agreed.
Margin, arrangement fee, OID, ratchet. What am I really paying all in?
Look past the headline margin to the all-in cost. The margin is the annual rate over the reference rate, now SONIA. On top sits the arrangement fee, paid on day one and scaled to the lender, nearer 1% on a bank deal and 2 to 3% on a fund deal, and on fund deals often an OID, where you draw 98 and repay 100. There is a commitment fee on any undrawn amount, usually around a third of the margin. A margin ratchet then flexes the rate up or down with leverage, so deleveraging earns you a lower rate. Add it together. A unitranche quoted at SONIA plus 6.5% with a 3% fee and 1% OID costs noticeably more than the 6.5% suggests over a three-year hold. Ask every lender for an all-in cost to expected exit on the same assumptions, and compare those. The cheapest margin is frequently not the cheapest deal.
How much can I borrow against my EBITDA right now?
It turns on the lender and the quality of the earnings. Clearing banks on senior cashflow terms typically lend 2.5x to 3.5x EBITDA to a decent lower-mid-market business. Unitranche funds will stretch to 4x to 4.5x, occasionally 5x for a strong sponsor-backed credit with recurring revenue. Above that you are into structures with a junior layer. Two things move the number more than people expect. First, how clean the EBITDA is. Add-backs for one-off costs, run-rate synergies and pro-forma adjustments get heavily scrutinised, and an aggressive adjusted figure will be marked down. Second, cash conversion. A business that turns 90% of EBITDA into cash supports more debt than one swallowed by capex and working capital, even at the same multiple. Sponsors push leverage to the limit. Owner-managers should borrow well inside it.
What covenants are market for a deal like mine, and what should I push back on?
It depends on the lender. Bank senior deals carry maintenance covenants tested quarterly, typically leverage and interest cover, sometimes cashflow cover and a capex limit. Unitranche funds often run leaner, a single leverage covenant, or a covenant-loose package that only springs when you draw the revolver. Push on three things. Headroom first. You want at least 25 to 30% against your base-case forecast, so an ordinary bad quarter does not trip a default. Definitions second. How EBITDA is defined for the covenant, what add-backs are permitted, and whether you can cure a breach with an equity injection. Frequency third. Quarterly testing on trailing twelve months is standard, so resist anything more frequent. The covenant package matters more than half a point on the margin. A tight covenant with thin headroom hands the lender control the first time you have a soft period, which is when control is worth most to them.
What is unitranche and why would I pay more for it?
Unitranche is a single facility from a non-bank fund that blends what used to be senior and junior debt into one tranche at one margin. You sign one document, deal with one lender, and draw down once. The appeal is speed, certainty and stretch. A direct-lending fund can give you a deliverable answer in weeks, hold the whole ticket itself, and lend a turn or more of leverage above what a bank will offer. You pay for that. Margins run materially above bank senior, and there is usually call protection in the early years if you want to repay. For a sponsor on a deal timetable, or a business a bank finds hard to underwrite, the premium buys execution and flexibility. For a steady business that fits a bank's box comfortably, it is money spent for no reason.
What is the difference between a revolving credit facility and an overdraft?
Both give you a flexible line to draw and repay as you need it, but they sit in different worlds and one is far more reliable than the other. An overdraft is uncommitted. The bank can review it, reduce it or pull it, usually on demand or at a short notice period, and it typically renews annually. It is cheap and simple, useful for small day-to-day swings in working capital, but it is not money you can plan a business around, because it can be withdrawn at exactly the moment you need it. A revolving credit facility is committed. The lender contracts to make the line available for the whole term, commonly three to five years, and cannot withdraw it unless you breach the agreement. You draw and repay in tranches over that period, pay a margin over the reference rate on what you have drawn, and a commitment fee on what you have not, usually around a third of the margin. There is normally a clean-down requirement, a short window each year when the RCF must sit at or near zero, to prove it is funding genuine working-capital swings rather than a permanent hole in the balance sheet. The trade-off is straightforward. The overdraft is cheaper and lighter but revocable; the RCF costs a little more for the undrawn commitment and comes with covenants, but it is certain, and certainty is what lets you run the business on it. For a company of any scale, the committed RCF is usually the right core working-capital tool, often sitting alongside a term loan in the same facility agreement, with the overdraft kept only for the smallest, most transient movements.
Can I repay early, and what does it cost?
Sometimes freely, sometimes at a real price, and the difference is set entirely by the facility you sign, so it is worth negotiating before you commit rather than discovering it when you want to exit. On most bank facilities you can prepay without penalty. A term loan usually lets you repay early at par, and an RCF you can pay down and redraw as you like within the term, which is one of its advantages. Fund debt is different. A unitranche or other direct-lending facility typically carries call protection in the early years, because the fund has priced its return over an expected hold and does not want you refinancing away the moment cheaper money appears. That protection takes a few common shapes. A non-call period during which you cannot prepay at all, often the first year or two. A prepayment premium that steps down over time, for instance three percent in year one, two in year two, one in year three, then par. Occasionally a make-whole, which compensates the lender for the interest it would have earned over the protected period and can be expensive. On a floating-rate deal there is no interest-rate break cost on the loan itself, but if you have hedged with a swap you may face a break cost on unwinding the swap, which moves with rates and can be material. The practical points are three. Ask every lender for its prepayment terms in writing and compare them alongside the margin, because a keen rate with heavy call protection can be the dearer deal if you expect to exit early, on a sale or a refinancing. Push for the call protection to fall away sooner, or for a carve-out that lets you prepay at par on a change of control. And match your hedging to the debt you are confident you will carry, so you are not paying to break a swap on debt you always meant to repay.
What is the difference between a club deal and a syndicated facility, and which do I want?
A club deal is a small group of lenders, usually two to four, who each take a meaningful hold and sit alongside you directly. They underwrite their own tickets, agree the terms together, and you deal with all of them. A syndication is led by one or more banks who underwrite the whole amount and then sell down to a wider group after close, often investors you never meet. For most lower-mid-market borrowers the club is the better fit. You keep a direct line to every lender, decisions in a workout or an amendment are made by people who know the business, and there is no risk of your paper landing with a distressed-debt buyer. Syndication makes sense once a facility is large enough that no single lender wants the whole exposure, broadly north of £75m. Below that, a club gives you tighter relationships and usually quicker answers.
How does asset-based lending differ from a normal term loan?
ABL lends against your assets rather than your earnings. The facility sizes off a borrowing base, typically 80 to 90% of eligible receivables and a percentage of inventory, plant and property, and it flexes up and down as those assets move. A cashflow term loan lends a multiple of EBITDA and amortises on a fixed schedule. The trade-offs are real. ABL usually prices cheaper than cashflow leverage and gives you more availability if you carry a strong, well-spread debtor book. The cost is operational. You report the borrowing base monthly, the lender audits your collateral, and concentrations, overdue debtors and slow stock get disqualified from the base. For asset-rich, earnings-thin businesses, the distributors, manufacturers and recruiters, ABL frees up more funding than a cashflow lender ever would. For an asset-light services business there is little to lend against and it will not fit.
Will the bank make me give a personal guarantee, and can I get out of it?
On a sponsor-backed leveraged deal, no. Lenders take security over the company and its shares and look to the business for repayment, not your house. On owner-managed lending it is different. Clearing banks routinely ask for a personal guarantee, and on smaller facilities they often want it supported by a charge over property. You have more room to push back than most owners realise. Cap the guarantee at a fixed sum rather than leaving it unlimited. Carve out the family home. Ask for the PG to fall away once leverage drops below an agreed level or after a clean trading period. And get the bank's forbearance position on any state-backed scheme confirmed in writing, because a government guarantee to the lender does not remove your personal exposure. Negotiate this before you sign the term sheet. After credit approval your leverage is gone.
Mezzanine or PIK. When does junior debt actually make sense?
When you have reached the ceiling of what senior or unitranche will lend and you would rather add debt than dilute equity. Junior debt sits behind the senior lender, gets repaid after them, and is priced for that risk. Mezzanine typically runs in the low to mid teens all-in, often part cash-pay and part PIK, where PIK interest rolls up into the balance instead of being paid in cash. The attraction is that it preserves equity and the rolled interest keeps cash in the business. The danger is compounding. PIK at 12% rolling up unpaid grows the balance by roughly 57% over four years and nearly doubles it over six, so a slow exit can quietly consume a large share of equity value. Junior debt earns its place in two situations. A sponsor optimising returns who is comfortable with the leverage, or a shareholder buying out a partner who wants to avoid bringing in outside equity. For an ordinary trading business it is usually a sign you are borrowing too much.
What security will a lender take, and what happens to it if things go wrong?
A cashflow lender takes a debenture, a fixed and floating charge over the whole company, plus a charge over the shares of the borrowing group and often key trading subsidiaries. In a group there will be cross-guarantees between companies and a charge over material assets like property or IP. Where there is more than one lender, an intercreditor agreement sets the ranking, so the senior lender is repaid before the junior in any enforcement. If you breach a covenant or miss a payment, the security does not trigger automatically. It gives the lender the right to act. In practice a first breach leads to a waiver or an amendment, usually for a fee and tighter terms. Security only bites if the relationship breaks down, at which point the share charge lets the lender take the equity and the floating charge lets them appoint an administrator. The earlier you talk to the lender, the further that outcome stays away.
What is an intercreditor agreement and does it matter to me as the borrower?
It is the agreement that sets the ranking between everyone with a claim on the business, and yes, it matters, because it governs what you can pay and to whom while the debt is outstanding. Where a deal has more than one layer, senior debt, junior or mezzanine, vendor loan notes, shareholder loans, the intercreditor, or a simpler deed of priority, fixes who is repaid first, whose security bites first, and what the junior parties can do if things go wrong. Junior lenders typically accept a standstill, a period in which they cannot enforce while the senior lender decides what to do, and payments on junior instruments are blocked or limited to a permitted schedule that switches off on a default. The borrower is not a bystander here. The permitted-payments schedule decides whether the vendor's loan notes and your shareholder loans can be serviced, and on what conditions, so agree those terms at term-sheet stage, while you still have competitive tension, rather than in documentation, when the lawyers are negotiating what has already been conceded.
Fixed or floating rate, and should I be hedging now?
Almost all leveraged and mid-market debt is floating, priced over SONIA, so your interest cost moves with base rates. Lenders frequently require you to hedge a portion, commonly 50 to 75% of the drawn term debt, for two to three years. You do that with an interest rate cap or a swap. A cap sets a ceiling on SONIA for an upfront premium and lets you benefit if rates fall, which suits most borrowers. A swap fixes the rate outright, cheaper in carry but you are locked in and pay a break cost to exit early. The curve is close to flat to mildly upward-sloping and the Bank has paused its cutting cycle, so there is no cheap fix on offer and no strong steer either way. A cap keeps your downside protected without locking you in, which is why it is the sensible default for most. Don't over-hedge. Hedge the senior amortising debt you are confident you will carry, leave the revolver and any debt you expect to repay early unhedged, and check the break costs before you sign anything with a fixed leg.
Refinancings, buyouts and the awkward moments.
When is borrowing the wrong answer?
Often enough that we will say so, and it is worth naming the cases plainly, because a lender never will. Borrowing is the wrong answer when the cash flow cannot safely service it. Debt is a fixed claim. Interest and amortisation fall due whatever the trading is doing, so a business with lumpy, seasonal or concentrated revenue can look fundable on the central case and be in breach the first time a quarter comes in light. If the plan only works if nothing goes wrong, the leverage is too high, and the honest answer is less debt or none. It is also wrong when the money funds a loss rather than an asset. Debt bought against a real return, an acquisition that adds earnings, plant that lifts capacity, works because the asset pays the loan back. Debt drawn to cover a structural cash shortfall, to prop up a business that is not yet profitable, or to plug a hole that will simply reopen, converts an operating problem into a solvency one and shortens the runway. A third case is where the price of getting the deal done is a structure that owns you. A covenant package with no headroom, a personal guarantee over the family home on a business that cannot really support the borrowing, an aggressive cash sweep that starves the company of reinvestment, these can cost far more than the interest, and a borrower under time pressure signs them too readily. The last case is borrowing to time the market or to avoid a decision, gearing up to take cash off the table in a business already stretched, or refinancing early purely on a rate view you cannot win. The tell in most of these is that the debt makes the central case look fine and the downside case look frightening. The discipline is to size every facility against the bad year, not the good one, and to walk away when the numbers only work in the good one. This is where an adviser paid by you, not by the lender, earns its keep, because the incentive to complete a transaction runs the other way for almost everyone else in the room. On a meaningful share of the situations that reach us the right recommendation is to borrow less than the business could raise, to wait, or not to borrow at all, and we would rather tell you that than take a fee for a facility you will regret. If the answer is that you are better served by equity, by patience, or by staying with your existing bank on its current terms, we will tell you so.
How early should I start a refinancing before my facility matures?
Twelve to eighteen months out for anything other than a vanilla bank renewal. People underestimate how long it takes. A proper process runs twelve to sixteen weeks from mandate to completion, and that assumes clean numbers and a management team that can carry the diligence load alongside the day job. Start late and you lose your best card, which is the ability to walk. A lender who knows your maturity is six weeks away prices that knowledge in. Begin early and you can run a real competitive process, test two or three structures, and refinance because the terms are good rather than because the clock ran out. The covenant headroom you have today is also the headroom you present to the next lender. Showing up with eighteen months of runway changes the conversation.
What does refinancing from strength actually mean in practice?
It means you go to market while you still have options, not when the bank is the only buyer of your problem. Strength is a trailing twelve months that looks clean, headroom on your current covenants, and a maturity comfortably in the future. Line those three up and you set the terms of the auction. You can ask for a covenant-lite package, push for a longer tenor, or pull a dividend out, because the lender is competing for a good asset. Wait until performance has wobbled or the maturity is close and you are negotiating from the back foot, and the same business with the same cash flows fetches a worse deal.
We are an MBO. How do we get the right debt structure for a management buyout?
Start from what the business can service through a downturn, size the debt to that, and let the equity cheque flex to fill the gap. Management teams tend to over-gear at the outset, because the model looks fine on the central case. Build it on the case where revenue drops fifteen per cent and a customer leaves. For a typical lower-mid-market MBO you are looking at senior debt around 2.5x to 3.5x EBITDA, possibly a unitranche if you want one lender and one set of documents, with the team rolling meaningful equity so incentives line up. The vendor may take some paper. Watch the covenant package as hard as the margin. A cheap coupon with a tight leverage covenant and quarterly testing can hurt you far more than fifty basis points on the rate.
What are vendor loan notes and how do lenders treat them in a buyout?
Vendor loan notes are the part of the purchase price the seller agrees to receive later, documented as a loan from the seller to the buying company. Almost every lower-mid-market buyout carries some, because they bridge the gap between the price the vendor wants and the debt plus equity the deal can raise, and because a vendor with paper still at risk is a vendor with a reason to hand the business over properly. Lenders welcome them on strict conditions. The notes sit behind the bank or fund in the intercreditor, cash payments are usually blocked or confined to a permitted schedule while the senior debt is outstanding, and interest commonly accrues rather than pays. Treated that way, a lender reads vendor paper much like equity, so it stretches what the deal can fund without adding senior risk. Two points to hold. Make sure the vendor understands the subordination before the term sheet, not at documentation, because a seller who expected quarterly cash is a difficult negotiation you do not need in week ten. And resist a repayment schedule that assumes the good case, since notes that fall due just as the senior facility amortises hardest are how a sensible structure becomes a tight one.
Our Covid-era loan is maturing. Can we refinance it, and does the Growth Guarantee Scheme help?
You can, and the earlier you start the better the outcome. The Covid-scheme book is maturing in a band: £25.8bn of CBILS was written on terms of up to six years, with final maturities landing across 2026 and 2027, so a large cohort of borrowers is refinancing at once and the sensible ones are moving first. A maturing CBILS or RLS facility is refinanced like any other debt, into a normal commercial facility from a bank, challenger or fund, or into the Growth Guarantee Scheme, the current iteration of the government programme, which carries a 70% guarantee to the lender on facilities up to £2m for businesses with turnover up to £45m and has been extended to 2030. The distinction that matters is what the guarantee is for. It exists to let a lender approve a marginal credit it would otherwise decline, and the lender still runs its own credit process on top. If the business has strengthened since 2020 or 2021, you are probably no longer the marginal credit, and the wider commercial market, with no accredited-lender restriction and no scheme overhead, will often produce better terms. Run both in parallel and compare. One caution: the guarantee protects the lender, not you, so any personal guarantee you give on a scheme facility is real, and worth negotiating like any other.
Should I refinance now or wait to see if rates come down?
It turns on where your maturity sits, but waiting purely to time rates is usually a mistake. You are taking a market call you cannot win to save a margin you can hedge. If your facility matures inside eighteen months, refinance now and keep your options open. If it has years to run and you are comfortable, sitting tight is reasonable. The thing to avoid is letting a forecast about base rates push you towards your maturity, because the closer you get, the weaker your hand. Most of the time the right move is to lock in certainty and build flexibility into the terms, prepayment rights and an accordion, so you can reprice later if rates do fall. You capture the downside protection without betting the refinancing on it.
How much leverage can I raise against my EBITDA, and how much should I take?
Capacity and prudence are two different numbers, and confusing them is how owners over-gear. What the market will lend against your EBITDA is covered in the structures section, from bank senior through to a unitranche stretch. This answer is about the second number, the one you should actually take, which is almost always lower. The amount a lender will offer is set by what your business looks like in a good year. The amount you can comfortably service is set by what it looks like in a bad one, after a customer leaves or a margin compresses, and that is the figure that keeps you out of a covenant reset. Work back from serviceability under a downside case, not forward from the maximum multiple on the table. Cash conversion matters as much as the headline number here. A business that turns most of its EBITDA into cash carries debt a capital-hungry one cannot, even at the same leverage. Sector and the quality of the earnings move it too. Sponsors tend to borrow to the ceiling because the equity maths rewards it and they can inject more if a covenant tightens. An owner-manager with one balance sheet and no fund behind them should sit well inside capacity, so an ordinary bad quarter is an inconvenience rather than a crisis.
Can I take cash out of the business through a dividend recap?
Yes, if the cash flows support it and you are honest about what the extra leverage costs you. A dividend recap puts new debt on the balance sheet and pays the proceeds to shareholders, so you crystallise value without selling. It works best for a stable, cash-generative business with low capital intensity and a maturity profile you can extend. The discipline is the same as any financing. Size it on a downside case, not the central one, and leave yourself covenant headroom. Recaps go wrong when owners gear up to the maximum a lender will offer in a benign year, then a soft year arrives. Done sensibly it is a clean way to take risk off the table personally while keeping the upside. Done greedily it turns a good company into a fragile one.
Our trading has dipped and we may breach a covenant. What are our options?
Act now, before the test date, while you still control the message. A breach you flag early with a plan is a conversation, whereas one the lender discovers for itself is a problem. Your options, roughly in order, are a reset or waiver of the covenant, an equity cure if your documents allow one, an amend-and-extend to buy time, or new money from a junior or special-situations lender if the gap is real. The worst move is to go quiet and hope the next quarter recovers. Lenders have long memories and the relationship is worth more than one awkward call. Get an adviser in early. We can usually find a structure that keeps the existing lender supportive and avoids the cost and disruption of a full refinancing into a distressed credit market. The earlier you start, the more of those options stay open.
What is the difference between acquisition finance and growth capital?
Acquisition finance funds a specific purchase, so it is sized against the combined business and the synergies you can credibly bank, and it usually completes to a deal timetable with a hard long-stop date. Growth capital funds organic expansion, new sites, working capital, a product build, and it is sized against the run-rate the investment is meant to create. The structures differ accordingly. Acquisition debt leans on the target's cash flows and gets drawn at completion. Growth facilities often come with a delayed-draw or capex line you pull down in tranches as you spend. Lenders price growth capital on your plan, which is softer collateral than a signed SPA, so expect more scrutiny of the forecast and tighter milestones. If you are doing both at once, structure them as one package rather than bolting a second facility on later.
When does it make sense to use a non-bank lender instead of my high-street bank?
When you need speed, certainty, or a structure the bank's credit policy will not stretch to. High-street banks are still the cheapest money if you fit the box, fully amortising, sensible leverage, plenty of security. The moment you want three-and-a-half times EBITDA, a bullet repayment, a buy-and-build line, or completion in six weeks, the bank often cannot follow and a debt fund can. You pay for it. A unitranche might run several points wider than a bank term loan. What you buy is one lender, one document, flexibility on covenants and the ability to draw for acquisitions without going back to committee each time. For an owner growing by acquisition, that optionality is frequently worth the coupon. For a steady, lowly-geared business, the bank is the right answer.
What is a recapitalisation and when would I do one?
A recapitalisation changes the mix of debt and equity on your balance sheet without necessarily changing who owns the business. You might do one to take cash off the table, to bring in a minority investor, to refinance expensive or mezzanine debt with cheaper senior, or to reset a capital structure that has drifted out of shape after a few years of growth. Owners reach for it when they want liquidity but are not ready to sell, or when an acquisition has left the structure lopsided. The timing rule is the same as everything else here. Recapitalise from a position of strength, with clean numbers and headroom, and you dictate the terms. The lever to watch is leverage. A recap that gears the business up to fund a distribution needs the same downside-case discipline as a dividend recap, because that is what it is.
How do the different types of lender compare for a lower-mid-market deal?
Think of it as a spectrum from cheap-and-rigid to expensive-and-flexible. Clearing banks sit at one end, the lowest cost and fully amortising but conservative on leverage, slow to commit, and looking for security. Debt funds and unitranche providers sit in the middle, priced higher but going further on leverage, offering bullet repayments and acquisition lines, and moving quickly with one lender and one set of documents. At the far end are mezzanine, structured and special-situations players, the most expensive but able to fund gaps and situations no one else will touch. There is no single best answer. A steady, lowly-geared business should use the bank. An owner building by acquisition should probably pay up for a fund. The art is matching the lender to the situation, then running enough of them against each other to get the right terms.
Whether we fit, and how we work.
What size of company do you work with?
We work with profitable, established businesses raising roughly £3–15m of debt, though that range is a guide rather than a gate. There is no hard minimum turnover or EBITDA. What matters more is that the business is fundable. A company with predictable cash flows, a sensible balance sheet and a clear use of proceeds is a good fit, whether it turns over £8m or £80m. We see owner-managed trading companies, sponsor-backed portfolio businesses, and family-held groups planning a refinancing or an acquisition. If you are smaller than the typical lower-mid-market borrower but the situation is interesting and the capital need is real, talk to us anyway. We would rather tell you honestly that a deal is too small for us to add value than take a fee for work you could settle directly with your bank.
How do we start a conversation without committing to anything?
Send us a note or call, and we will have an exploratory conversation at no cost and with no obligation. Most first discussions are a single call where you tell us what you are trying to do and we give you an honest read on what the market is likely to offer. If it would help, sign a short NDA and let us see your last set of accounts and current management figures, and we will come back with a more specific view. What kind of structure fits, roughly what it should cost, and whether a process is worth running at all. Nothing is committed until you sign an engagement letter, and we will not send one until you have seen enough to know it is worthwhile. If the answer is that you should stay with your bank, we will tell you that too.
We have never used a debt adviser before. What does working with one involve?
It starts with a conversation and a look at your numbers, usually three years of accounts, current management figures and a sense of what you are trying to do. From there we tell you what the debt markets will realistically offer, which is often more, or differently structured, than your bank has suggested. If you appoint us, we prepare the materials lenders need, build a shortlist, and run a competitive process so you see real terms from several parties side by side. We negotiate the commercial points, the margin, the leverage, the covenants and the fees, and we manage diligence and documentation through to drawdown. You stay in control of every decision. We do the heavy lifting and the chasing. A clean raise runs twelve to sixteen weeks from mandate to money, depending on complexity and how ready your information is.
How are you paid, and won't an adviser just cost us money the bank gives for free?
We are paid mainly on success, a fee on completion that is a percentage of the facilities raised, sometimes with a modest retainer credited against it. We set out the numbers in the engagement letter before you commit. On whether the bank is free, it is not. The bank's pricing already carries the cost of selling you its own product, and a single bilateral conversation rarely produces the keenest terms, because there is no competitive tension. Across a typical mid-market raise, the margin and fee improvement from running a proper process usually covers our fee several times over, before you count the value of better structure and looser covenants. If we did not expect to more than pay for ourselves, we would say so and send you back to your bank.
How do you stay independent when you don't lend yourself?
Our fee comes from the client we act for. We do not lend, and no lender pays us anything that is not disclosed to you in the engagement letter first — on most mandates, nothing at all. That removes the conflict that sits inside much of the advice in this market. A bank that arranges your debt is selling its own balance sheet. A broker paid an undisclosed commission by the lender has a reason to steer you towards whoever pays the best introducer fee. We have neither. Because we run a competitive process across the whole market, banks, debt funds and asset-based lenders, we have no incentive to favour one over another. The only way we win the next mandate is by getting you a better outcome on this one. We disclose any prior relationship with a lender on your shortlist before you see it, so you can weigh it yourself.
How do you keep our information confidential during a raise?
Tightly, and by design. Before anything sensitive changes hands we sign a confidentiality undertaking with you, and every lender we approach signs an NDA before they see your numbers. We control the flow. Lenders receive information in stages, so a name on a long list sees far less than a party in final diligence. We run the process so your competitors, your customers and your staff hear nothing until you choose to tell them. Where a situation is delicate, an early refinancing, a shareholder change, a stressed balance sheet, we can approach the market on a no-names basis first and reveal identity only once a lender is seriously engaged. Information sits on access-controlled systems, not in inboxes. The point of using an adviser is that the market learns what you want it to learn, when you want it to, and not before.
What happens if you already have a relationship with a lender you put in front of us?
We disclose it before you see the shortlist. We know most of the active mid-market lenders, so prior contact is normal and useful, because it means we know their credit appetite and their decision-makers. The line we hold is simple. Nothing reaches us from a lender that is not disclosed to you first, and on most mandates nothing does, so a relationship gives us no financial reason to favour anyone. Where we know a particular fund especially well, we tell you, and we still run a full competitive process. You are free to strike any lender off the list for your own reasons. The value of our relationships is access and speed, getting your situation in front of the right credit committee quickly. It is never a reason to push you towards a worse deal.
What sectors do you cover, and are there any you won't touch?
We are generalist across most of the trading economy. Business services, manufacturing, healthcare, consumer brands, software and tech-enabled businesses, distribution, and asset-backed sectors like logistics all fit comfortably. The common thread is a fundable cash flow or a fundable asset base. We are more cautious on early-stage businesses with no profits, pure development real estate, and a handful of sectors where the lender pool is thin and specialised, project finance for large infrastructure being one, where a dedicated house serves you better. We also steer clear of sectors that mainstream lenders avoid for reputational reasons, because the available capital is too narrow to run a competitive process. If your sector sits outside our sweet spot we will say so quickly and, where we can, point you to someone who does it properly.
Is debt advisory regulated by the FCA?
Plain commercial corporate debt advice sits outside the FCA perimeter. Advising a company on a term loan, a revolving facility or a unitranche to fund growth or an acquisition is not a regulated activity, so it does not require FCA authorisation. The relationship is governed by an engagement letter, by confidentiality undertakings, and by professional indemnity insurance, the same contractual framework the corporate finance houses use. Regulation bites in specific places. Arranging certain regulated mortgages, consumer credit, or anything touching retail borrowers is a different matter, and authorised firms handle it. Advising on the issue of certain securities can also engage the perimeter. For the corporate borrowing we do, mid-market companies raising senior or junior debt, no FCA authorisation is needed. If a mandate ever strayed into regulated territory we would tell you and bring in an authorised party.
Do you only cover the UK, or Europe too?
Our focus is UK-headquartered companies borrowing in sterling, which is where the lower-mid-market is deepest, and we act UK-wide. The lender universe, though, is international now. A London-based unitranche fund, a German Mittelstand lender and a Nordic bank might all sit on the same shortlist, and a proper process reaches them. A UK company with European operations, a cross-border group structure, or an appetite for continental debt funds and euro-denominated facilities fits comfortably within that. Where a deal needs local legal or tax input in another jurisdiction we bring in counsel we trust rather than pretend to cover it ourselves. What we do not do is private placements into US institutions or large syndicated paper. That is a different market with different houses.
A confidential conversation, and a straight read.
If a question here maps to a financing you are weighing, whether a raise, a refinancing, or terms you are not sure you should accept, an early and confidential conversation costs nothing and commits you to nothing. For the shape of the market itself, see the lender landscape, or how a mandate runs in how we work.