How do I Structure Venture Debt?

To structure venture debt effectively, startups should follow a disciplined approach that balances immediate capital needs with long-term financial flexibility. The process involves identifying the right components for a venture debt term sheet and ensuring the company is prepared to meet lender requirements.

### 1. Define Key Term Sheet Components A well-structured term sheet should include the following core elements:

• Interest Rate: Determine if the rate is fixed or floating, typically set as a margin over a reference benchmark.
• Maturity & Amortization: Aim for a maturity period of 3 to 4 years. For early-stage startups, negotiate an interest-only period to preserve runway before principal repayments begin.
• Warrant Coverage: This is an equity component often required by lenders. Structure this as a capped percentage of the loan amount (typically 5–20%) to minimize dilution.
• Financial Covenants: Focus on liquidity-based tests (like minimum cash balances) rather than restrictive EBITDA minimums to maintain operational freedom.
• Prepayment & Tranches: Negotiate prepayment flexibility with minimal penalties and use milestone-based tranches to align capital deployment with actual business needs.

### 2. Assess Readiness and Capacity Before finalizing the structure, verify that your business meets the following criteria:

• Revenue Thresholds: Most lenders look for at least $1M+ in Annual Recurring Revenue (ARR) and 30%+ year-over-year growth.
• Debt Service Capacity: Calculate your Debt Service Coverage Ratio (DSCR) to prove you can comfortably handle interest payments.
• Institutional Backing: Lenders often prioritize companies with support from established venture capital investors.

### 3. Preparation and Governance Ensure all documentation is in order to instill lender confidence:

• Provide 2–3 years of audited financial statements (P&L, balance sheet, and cash flow).
• Build a data room containing your cap table, IP assignments, and bylaws.
• Confirm that your board of directors has approved the debt and review any requirements for personal guarantees.