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Multi-tranche venture debt facility supporting Series C equity financing with technology-focused covenant package and warrant structure.
A fast-growing Berlin-based payment infrastructure company raised €60M Series C equity financing and sought complementary venture debt to extend runway and fund technology development without additional equity dilution.
Key complexity factors included:
We structured a €40M multi-tranche venture debt facility with growth-focused covenants and equity warrant component. The solution included:
Customized facility agreement with milestone-based drawdown mechanics, growth covenants, and prepayment flexibility without yield maintenance.
Warrant instrument for 1.5% fully-diluted equity with standard anti-dilution provisions, transfer restrictions aligned with existing shareholders agreement, and cashless exercise option.
German law security over intellectual property including patents, trademarks, and software source code with technology-appropriate release mechanics.
Subordination and intercreditor arrangement with existing Series C investors establishing payment waterfall and enforcement coordination.
Executed non-binding term sheet and initiated financial, technology, and regulatory due diligence
Facility agreement drafting parallel with warrant terms alignment and existing shareholder coordination
IP security documentation, BaFin notification process, and intercreditor arrangement with equity investors
Simultaneous closing with Series C equity and €15M initial drawdown under Growth Tranche
The transaction closed concurrent with the Series C equity round, providing the company with additional growth capital while preserving equity for founders and existing investors.
Post-closing benefits:
Our network specializes in complex cross-border financing transactions across multiple jurisdictions and asset classes.
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