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Growth Equity
Structured Equity
High-stakes financial decisions requiring trust, structured diligence, and coordinated stakeholders.
Example organizations in this space:
Blackstone
KKR
Apollo
Ares Management
This interactive experience is the shipped product itself — the same application code customers run in production, mounted read-only in your browser over a real sample journey. Not a video, not a mockup: because the demo and the product are one codebase, it can never drift from the real thing.
Inside this journey
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Pre-Sales
Qualify the opportunity and align stakeholders on tailored financing terms and negotiation strategy.
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Fit Validation
Confirm deal size, timeline, decision-makers, and key constraints before investing in full discovery.
Qualification Questions
Deal Fit and Structural Constraints
- Roughly what is the expected financing amount or target deal size?
- How would you describe the current capital structure complexity we would need to fit into?
- Do senior lender consents or other third-party approvals appear likely to be required to implement a new instrument?
- What is the company cash flow profile relevant to servicing a structured instrument (ability to pay cash coupon, PIK tolerance, or need for payment flexibility)?
Stakeholders and Decision Rights
- Who are the primary decision-makers that must approve this financing (roles and their approval authority)?
- Is there alignment today among the sponsor, CFO, and board on pursuing this solution?
Timing and Budget Readiness
- What is your target timing to reach mutual commitment and close?
- Do you have target economics or dilution tolerances we should test (pricing range, preferred return, conversion caps), or should we propose candidate structures first?
- If you have target economics, key constraints, or a brief note on what would make discovery worth your time, please summarize here.
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Deal Discovery
Map the company's capital structure, lender consents, cash flow profile, and stakeholder priorities to define success criteria.
Discovery Questions
Quick Orientation, so we start on the same page
- Tell me briefly what prompted you to explore structured equity or equity linked capital now.
- Describe your target use of funds and the primary transaction type you are imagining.
- How large is the capital need, and what funding window would keep the current deal on schedule?
- Which parts of your capital stack are already maximized or explicitly off limits for additional senior debt?
- Who on your deal team must sign off before you can accept a term sheet or move to counsel review?
- When do you need an initial term sheet to remain on the current timetable?
Map of the money, in plain terms
- If one creditor forced a material concession tomorrow, which part of your capital stack would most constrain a new instrument?
- Walk me through your current capitalization table, listing secured debt, unsecured debt, preferred, common, and any outstanding equity warrants.
- How many distinct lender consents are likely required to implement a preferred, convertible, or mezzanine instrument?
- Which tranches currently carry covenant or priority terms senior lenders consider non negotiable for consent?
- What cash flow metric do you and the sponsor use to judge coverage and free cash flow for discretionary distributions?
- Where do your intercreditor agreements assign voting or standstill rights that could slow or block consent?
- Is there a single existing lender whose refusal would stop this deal, and if so what role do they play in the stack?
Who's actually in the room making the decision
- If the sponsor's target exit timeline moved out by a year, would you still pursue this structure or move to a different option?
- Who are the approving parties and in what order must approvals flow through the sponsor, the company, and external counsel?
- Walk me through a recent financing your sponsor approved, and tell me which trade offs mattered most to them.
- What technical or legal objections have counsel or the lead lender raised in comparable deals you've seen?
- Estimate the percentage of committee approval required to bind the sponsor to conversion mechanics.
- Name the single decision by any approver that would terminate this opportunity immediately.
Where the numbers bend and conversion matters
- Tell me which conversion mechanic among fixed conversion, payment in kind, or a ratchet would be a deal breaker for your sponsor.
- List your projected free cash flow under base, downside, and upside scenarios for the next 12 months.
- Provide the minimum cash coverage or liquidity cushion the sponsor expects before accepting any deferral or PIK period.
- List the priority or subordination provisions senior lenders insist on preserving for consent in plain terms.
- Choose the single remediation approach you would accept if our downside model showed a covenant breach in month six.
What's most likely to stop this, quickly
- Name the remaining legal or lender objection that would force you to walk away rather than accept further delay.
- When was the last time a lender withheld consent on a material amendment for this platform of sponsor companies and what caused it?
- Identify the executive role that will own the operational or reputational risk if this financing strains senior relationships.
- Provide a short timeline for each required legal or regulatory review you expect in this transaction.
- Is there active litigation, a covenant default, or a regulatory condition that would block closing within your desired timeline?
Alternatives you're seriously reading
- Explain the most persuasive reason you might keep your current financing plan instead of bringing in structured capital.
- Select the alternatives you have evaluated or are still considering.
- For each alternative you selected, what condition or improvement would have to hold true for you to stay with it instead of switching?
- Has anyone on your team proposed solving this without an external partner or investor?
- Would a faster approval from your incumbent lender, even if more expensive, end your search for structured capital?
Are you operationally ready to move fast
- Point to the single operational or data gap that would force a pause before signing a binding term sheet.
- Select where your authoritative financials for modeling and diligence live.
- Indicate the role or title that controls access to lender agreements and can authorize sharing redacted versions.
- Do you have internal deal execution capacity to support a 6 to 8 week accelerated close including counsel and finance availability?
- Rate the readiness of your financial data for modeling and diligence.
- Would inability to provide redacted lender agreements within 5 business days stop your willingness to proceed?
What would make you sign, and how quickly
- Describe the one commercial concession that would move you from exploratory conversations to a mutual commitment.
- Pick the three non negotiable economic terms you must see in a term sheet to sign.
- Identify the closing conditions you require before signing, for example redacted lender consents, counsel approval, or escrow instructions.
- Estimate the earliest realistic date you could execute a term sheet if key consents and documents align.
- Point to the internal approval or milestone that would cause you to sign within the same week if the pilot terms meet your coverage and consent tests.
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Term Design Workshops
Run structured sessions with the buyer, counsel, and advisors to draft candidate structures, conversion mechanics, and downside governance.
Working Meetings
- Engagement Assumptions and Design Parameters
- Candidate Instrument Drafting Workshop
- Conversion Mechanics and Waterfall Modeling
- Downside Governance and Intercreditor Framework
- Consolidated Term Design Review and Next Steps
- Compile a list of the specific credit agreement sections and clauses likely to require waiver or amendment.
- Update candidate term summaries to reflect any edits from the modeling session.
- Identify any remaining data or legal clarifications needed to finalize conversion language.
- Map governance needs in downside scenarios
- A documented downside governance matrix showing investor rights, triggers, and remedies for each candidate instrument.
- A consent roadmap listing the lender consents likely required, approximate timing, and next steps to obtain them.
- Produce the downside governance matrix and consent roadmap for counsel and lender outreach.
- Confirm transaction objective and stakeholder priorities
- Schedule follow-up calls with the identified counsel points to resolve open legal questions.
- Recap agreed parameters and selected candidates
- A ratified term design package ready for legal drafting and detailed structuring work.
- Named owners and deadlines for all open items required to reach mutual commit.
- Publish the consolidated term design package and circulate to counsel and advisors for final comment.
- Create the open item tracker with owners, due dates, and required inputs for each item.
- Schedule the Structuring Walkthrough kickoff and provide prework deliverables to attendees.
- A signed parameter sheet listing objectives, nonnegotiable constraints, and prioritized success criteria.
- A data and document request list with deadlines for items required to draft candidate terms.
- Produce the parameter sheet capturing agreed objectives, constraints, and design envelope for the term workshops.
- Collect the capital structure schedule, existing debt agreements, and any lender consent letters referenced in the session.
- Deliver scenario assumptions and baseline financial model inputs for the conversion and cash service examples.
- Agree drafting format and decision criteria
- Two to three candidate instrument summaries drafted and documented in a common comparison template.
- A decision on the top one or two candidates to model in detail in the next session.
- Produce the candidate instrument summary document in the agreed template format.
- List open legal issues for counsel input for each candidate instrument.
- Prepare initial economic sensitivity inputs for detailed modeling by the next meeting.
- Deliver the conversion mechanics appendix with scenario worksheets and sensitivity outputs.
- Confirm scenarios and modeling assumptions
- A documented conversion mechanics appendix with worked examples across three agreed scenarios.
- A short list of model-driven term edits required to align candidate economics with the buyer's targets.
- Draft Instrument A, baseline preferred equity
- Review intercreditor impact points
- Review capital stack and documented consents
- Walk the consolidated term design package
- Walk through conversion mechanics step by step
- Draft Instrument B, convertible/mezzanine hybrid
- Document open items and assign owners
- Run waterfall and payout examples
- Set economics and governance design envelope
- Define consent, notice, and cure procedures
- Document final conversion language points
- Confirm data and modeling requirements
- Agree next milestone and handoff plan
- Create a short compare table and select top two
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Structuring Walkthrough
Translate candidate instruments into concrete economics, intercreditor implications, and a timeline to close using the buyer's scenarios.
Solution Experience
- Structuring Walkthrough
- Confirm the current state and its cost
- You confirm the demonstrated economics under base and downside scenarios match your expectations for returns and dilution.
- Provide final base and downside financial scenarios, any known lender engagement notes, and outstanding counsel questions within 48 hours.
- You confirm the identified intercreditor issues and consent path are accurate and sufficient to brief counsel and senior lenders.
- Walk through base-case economics
- Produce side-by-side modeled term sheets with scenario cash flows, conversion waterfalls, and an intercreditor impact memo within 3 business days.
- Confirm availability windows for counsel and the sponsor decision-makers for a final term review within 5 business days.
- You agree that the proposed timeline and critical path are realistic to meet your transaction timetable.
- Proof the downside and stress scenarios
- Map intercreditor implications and consent path
- You select which candidate structure to carry forward into the Solution Scope stage.
- Agree on the preferred candidate structure to advance into Solution Scope so implementation milestones can be defined.
- Validate the closing timeline and critical path
- Explicit validation: confirm this maps to your needs
- Structuring Walkthrough
- Structuring Walkthrough Deck
- Solution Brief — Structuring Walkthrough
- meeting
- slides
- document
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Solution Scope
Define the financing structure, governance and information rights, intercreditor responsibilities, and implementation milestones.
Scope Configuration
- Draft Preferred Equity Term Sheet
- Fund Preferred Equity or Mezzanine Investment
- Structure Convertible Note and Conversion Mechanics
- Issue Payment-in-Kind (PIK) Securities
- Negotiate Intercreditor and Subordination Agreements
- Establish Governance, Information, and Reporting Rights
- Set Warrant Coverage and Equity Participation Terms
- Provide Hold-to-Maturity Commitment Letter
- Coordinate Lender Consent and Side Letter Execution
- Implement Payment Schedule and Accrual Mechanics
- Manage Closing Escrow and Funds Flow
- Execute Exit, Redemption, and Conversion Settlements
Scope Questions
Draft Preferred Equity Term Sheet
- Do you require cumulative or non-cumulative preferred dividends in the term sheet?
- What target dividend rate (%) should the preferred equity reflect?
- Which liquidation preference multiple should be modeled on the term sheet (for example 1.0x, 1.5x, 2.0x)?
- How should participation be structured on liquidation (non-participating, participating capped at X, full participation)?
- Provide the cap table snapshot date and list the share classes that must be reflected on the term sheet.
- Who on your team is the authorized signer for a draft subscription and related term sheet?
Fund Preferred Equity or Mezzanine Investment
- How much capital ($) do you require funded under this preferred or mezzanine tranche?
- Which funding schedule do you need (single close, two tranches with dates, multiple milestone-based tranches)?
- Provide the sources and uses schedule or attach the pro forma use of funds that the funding must support.
- Which escrow agent or trustee do you prefer for receipt and disbursement of the funding wires?
- List the closing conditions precedent that must be satisfied before funding (for example lender payoffs, DSRA funding, third-party consents).
- What format do you require for wire approvals and confirmations (signed PDF wire instruction, bank template, SWIFT confirmation)?
Structure Convertible Note and Conversion Mechanics
- Which conversion triggers do you require: maturity, qualifying equity round, optional holder conversion, or automatic upon defined event?
- What conversion price mechanics should be used (fixed price, discount % to next round, valuation cap)?
- What maturity date or tenor in months should be modeled for the convertible note?
- Should accrued interest convert into equity, be paid in cash at conversion, or roll as payment-in-kind (PIK)?
- Describe the anti-dilution protection required for conversion (weighted average, full ratchet, none) and cite the specific form of protection to model.
- Which cap table scenarios do you want modeled for conversion outcomes (attach desired pre- and post-money scenarios or list target IRR multiples)?
Issue Payment-in-Kind (PIK) Securities
- What PIK interest rate (%) and compounding frequency should be used and over what period should accrual commence?
- Should PIK be elective by the issuer, mandatory for the tenor, or triggered upon covenant breach?
- Which documents must reflect PIK mechanics (convertible note, subscription agreement, cap table ledger)?
- Which accounting or ledger treatment do you require for accrued PIK (capitalize to principal, separate accrued interest account)?
- What reporting cadence for accrued PIK do you require (monthly accrual schedule, quarterly summary, attach format)?
Negotiate Intercreditor and Subordination Agreements
- Which senior credit agreement(s) and lender parties must be reflected in the intercreditor negotiation (attach existing credit agreement or list lenders)?
- List specific subordination triggers and cure periods you require (for example payment default >30 days, cure period 10 business days).
- What collateral package and pledge language in the security agreement must be addressed and preserved in the intercreditor text?
- Identify the approval thresholds for senior lender amendments that we must accommodate (for example majority lender consent, unanimous consent).
- What evidence will validate counsel sign-off on the intercreditor language (counsel redline and executed counsel opinion, signed intercreditor)?
Establish Governance, Information, and Reporting Rights
- Which governance rights do you require (board seat, observer seat, committee membership) and for which entity (parent company or operating subsidiary)?
- What financial reporting cadence and formats do you require (monthly management P&L, monthly cash waterfall, quarterly audited financials)?
- List any specific veto rights to include and tie each veto to a document or threshold (for example M&A approval, capital expenditure > $500,000).
- Who should receive investor notices and in what channel do you require delivery (email to CFO, portal upload, counsel delivery)?
- Which covenant packages and thresholds should be included (for example minimum liquidity $X, debt service coverage ratio > Y) and provide the numeric thresholds.
- Will information rights be tied to specific lender reporting (for example quarterly covenant compliance certificate per credit agreement)?
Set Warrant Coverage and Equity Participation Terms
- What warrant coverage percentage of the funded amount should be issued (for example 2% of fully diluted equity per $1mm funded)?
- Should warrants be cashless exercise, fixed price, or formula-based (for example based on fair market value at exercise)?
- Specify the warrant exercise window and vesting schedule required (for example 5-year exercise, 12-month vesting cliff).
- How should warrant exercise proceeds be remitted and recorded on the cap table (direct to company, escrowed, other)?
- Will warrants be documented as standalone warrant certificates or integrated into the subscription agreement or side letter?
- List the maximum total dilution cap or target equity participation cap you require (for example capped at 15% fully diluted).
Provide Hold-to-Maturity Commitment Letter
- What tenor and break provisions must the commitment letter specify (for example 36 months with 90-day material adverse change break)?
- Do you require a conditional commitment that converts to funded on achieving milestones such as executed lender consents or specified EBITDA targets?
- Which events should permit early termination of the commitment letter and what cure periods should apply?
- What form of commitment security is required (good faith deposit, letter of credit, other) and the amount or percentage if applicable?
- Who will be the authorized signer on your side for the commitment letter and what is the title of that signer?
Coordinate Lender Consent and Side Letter Execution
- Which senior lenders require consents and what are the consent deadlines provided by each lender (attach consent schedule if available)?
- Have any lender consent templates or side letter drafts been provided; if so attach or summarize the key redlines required?
- What minimum consent thresholds must be achieved (single lender approval, majority lender approval, unanimous approval)?
- What evidence will validate receipt of lender consents (signed consent letter, executed side letter, counsel email confirmation)?
- Who will own coordination of signatures and tracking of outstanding consents (in-house counsel, external counsel, borrower CFO)?
Implement Payment Schedule and Accrual Mechanics
- Which payment schedule should apply to distributions and interest (monthly, quarterly, semi-annual) and what is the first scheduled payment date?
- How should interest and fee accrual be calculated (30/360, actual/365, other) for each instrument being implemented?
- Define the cash waterfall priority for payments (for example senior debt service, preferred dividends, equity distributions) and include numeric thresholds where applicable.
- What format and frequency do you require for payment notices, remittance advices, and accrual schedules (PDF statement, portal upload, CSV file)?
- Who will own reconciliation and exception handling for investor payments and distributions after implementation?
Manage Closing Escrow and Funds Flow
- Which escrow agent and bank accounts will be used for closing receipts and disbursements (provide bank name and account instruction template if available)?
- Provide or attach the funds flow diagram or escrow instruction template to be used at close.
- What are the escrow release conditions and required sign-off thresholds (for example joint instruction by counsel and CFO, delivery of payoff letters)?
- List third-party payoffs and fees to be deducted at closing and attach any existing payoff letters or invoices.
- What evidence will validate that the escrow agent has accepted the closing instructions (acknowledged escrow instructions, executed escrow agreement, bank confirmation)?
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Mutual Commit
Finalize commercial and legal terms, confirm counsel approvals, and document mutual closing conditions and obligations.
Agreement Modules
- Commitment Letter / Term Sheet
- Subscription / Investment Agreement
- Intercreditor Agreement
- Security Agreement and Pledge
- Mutual Closing Conditions & Conditions Precedent Schedule
- Counsel Approval & Legal Opinion Confirmation
- Escrow Agreement and Escrow Instructions
- Funding Mechanics and Wire Instructions
- Disclosure Schedules and Exception Schedules
- Closing Checklist and Execution Timeline
- Side Letter / Governance Undertaking
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Deployment
Coordinate legal, lender, and operational readiness to close and fund the financing.
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Pre-Closing Readiness
Capture concrete closing prerequisites—counsel sign-offs, lender consents, escrow instructions, and funding logistics—before execution.
Pre-Deployment Questions
Environment and access
- Is the execution vehicle for closing identified (escrow agent, closing firm, or in‑house counsel)? Select the current state so we can confirm handoffs.
- If the execution vehicle is named, provide the closing owner's full name and role (so the platform can route execution materials to the right contact).
- Are the buyer's and seller's legal counsels confirmed and committed to provide the required sign-offs on execution day?
Legal consents and approvals
- Have all required lender consents and intercreditor approvals been identified and ownership assigned (so we can sequence consent collection)?
- For lender consents that are outstanding, what is the expected delivery date for the final consent (so we can set the closing hold-back/timelines)?
- Are there any third‑party or regulatory approvals required before funding (examples: antitrust clearance, tax rulings, material third‑party consents)?
Escrow, funding accounts, and movement
- Is the escrow/funding mechanism and account type chosen (escrow agent vs. direct wire vs. blocked account)?
- Who will own day‑of‑closing funding coordination? Provide full name, role, and preferred contact method (this owner will perform test transfers and confirm receipts).
People, timing, and hard constraints
- What is the target closing date? If flexible, provide the latest permissible closing date (so we can sequence pre‑closing milestones).
- Are there any blackout windows or scheduling constraints that would prevent document execution or fund movement on or around the target date (board approval windows, lender blackout periods, fiscal‑year close)?
- Confirm named owners for these pre‑closing tracks (list each as 'track: full name, role'): counsel sign‑off, lender consents, escrow/funding, and closing operations—we will map these directly into the deployment plan.
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Closing & Funding
Execute legal documents, confirm conditions precedent, and manage funding with named owners and timelines.
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Portfolio Success
Confirm agreed outcomes, monitor covenant performance, and maintain a shared channel for issues, reporting, and follow-ons.
Success Reviews
- Go-live Health Check
- First Measurement Review
- Acceptance Gate Review (Day 90)
- Quarterly Portfolio Success Review
Issues & Enhancements
- Close resolved remediation items in the tracker and reassign any overdue tasks with new dates.
- Schedule the acceptance gate review and circulate required evidentiary documents at least five business days ahead.
- Restate acceptance criteria and numeric targets
- Produce a documented acceptance decision with the named signatory and record the outcome in the journey workspace.
- For any criteria not met, confirm a remediation plan with deadlines and measurable checkpoints.
- Publish the acceptance decision record and attach the evidentiary data package used for the decision.
- If conditional acceptance, create a remediation tracker listing each item, the required deliverable, and resolution dates.
- Confirm who will own ongoing covenant monitoring after acceptance and update the owner roster.
- Covenant performance and trends
- Confirm that the portfolio remains within agreed tolerance for covenant compliance, or that corrective plans are active and on schedule.
- Ensure the reporting channel and information rights continue to function and that any new issues are captured and assigned.
- Update the covenant dashboard with quarter-to-date figures and distribute to named owners.
- If any conversion triggers are pending, prepare a conversion-impact memo summarizing timeline and creditor implications.
- Reconfirm agreed outcomes and owners
- All closing deliverables confirmed complete or an owner and remediation date assigned for each outstanding item.
- Post-close owner roster published, including named owners for covenant monitoring, reporting, and escrow management.
- Publish a single post-close checklist indicating completed items and outstanding blockers with remediation dates.
- Create the shared reporting channel for covenant and payment notices and confirm access for all named owners.
- Document where numeric targets and acceptance criteria are stored, citing Solution Scope as the authoritative source.
- Present first-period results
- Decide specific remediation steps for any metric not meeting the targets recorded in Solution Scope, with dates and task owners assigned.
- Confirm the expected date when the acceptance gate data package will be available for review.
- Produce a reconciled covenant compliance report showing methodology, inputs, and per-covenant status.
- Compile outstanding lender consents log with next-step actions and expected receipt dates.
- Present outcome data against each criterion
- Conversion and trigger events
- Deployment and documentation validation
- Gap analysis and root cause
- Document pass/fail per criterion
- Early operational signals
- Reporting and information rights check
- Agree corrective actions and dates
- Formal acceptance decision and signatory capture
- Open issues and blockers
- Confirm readiness path to acceptance gate
- Open issues, remediation burn-down, and next steps
- Agree remediation plan for any failed criteria