Structuring & Term Sheet Design
Redesign your facility around assets and cashflows.
We architect SPVs, security packages, waterfalls and covenants so your facility can actually clear credit committees and investor ICs—not just look good in a pitch deck.
What we do
End-to-end structuring and term sheet design for asset-backed and cashflow-based facilities, built around what lenders actually underwrite: enforceable security, predictable waterfalls, and credible covenants.
Facility & capital stack redesign
Rebuild your facility so it fits the underlying assets and cashflows—not the other way around.
- Analyse current loans, maturities, covenants and pain points
- Design senior / mezz / junior tranches and instruments
- Optimise tenors, amortisation, bullet vs. sculpted profiles
- Map FX, interest-rate and refinancing risk into the structure
SPV & security architecture
Design borrower-of-record and security stacks that balance enforcement, tax and regulatory realities.
- SPV location, role and relationship to OpCos / HoldCos
- Security-agent / trustee frameworks and intercreditor logic
- Share pledges, debentures, charges, guarantees, step-in rights
- Cross-border enforcement and structural subordination analysis
Cashflow waterfalls & reserves
Define how every dollar moves—from borrower bank accounts to lender distributions.
- Design collection accounts, lockboxes and control mechanics
- Priority of payments, from taxes and O&M to debt service and distributions
- DSRA, capex, maintenance and liquidity reserve frameworks
- Leakage rules, sweeps and cure mechanics under stress scenarios
Covenant & control framework
Hard-wire lender protections that are realistic, measurable and monitorable.
- Financial covenants (DSCR, ICR, LTV, LLCR, gearing, minimum liquidity)
- Information undertakings and reporting packs
- Operational covenants, negative pledges and restricted payments
- Events of default, grace periods, cure rights and reset mechanisms
Term sheet & IC-pack design
Translate the structure into clear, bank-grade term sheets for both borrowers and lenders.
- Borrower-facing commercial term sheet (plain-language version)
- Lender-facing term sheet with covenant, security and CP schedules
- Structure memos and IC “one-pagers” for credit committees
- Optional: indicative waterfalls and scenario illustrations
Restructuring & rescue structures
Re-cut stressed or broken facilities so new money can come in and existing lenders can live with the downside.
- Scenario analysis on standstill, amend-and-extend, or new money tiers
- Collateral top-ups, cash sweeps, PIK toggles and deferral mechanics
- Intercreditor re-ranking and security reallocation options
- Term sheets and playbooks for lender group negotiations
Our approach
We start from the assets, cashflows and enforcement realities, then work backwards to a structure and term sheet that a sceptical credit officer can sign off on.
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1
Diagnose the current position
Rapid review of existing facilities, defaults, waivers, documentation, financials and legal constraints. We identify what is broken, what is negotiable, and what is non-negotiable.
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2
Map assets, security & cashflows
Build a clear, lender-style view of the asset base, corporate structure, security stack and cashflow behaviour (including volatility, seasonality and FX exposures).
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3
Design structures A / B / C
Develop 2–3 credible structures with varying levels of leverage, security, covenants and flexibility—anchored on where real-world lenders are likely to land.
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4
Model economics & risk
Test each structure against base, downside and severe but plausible scenarios: DSCR, LTV, break-even points, refinancing risk and sponsor skin-in-the-game.
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5
Draft term sheets & lender packs
Convert the chosen structure into detailed term sheets, covenant schedules, CP lists and a structure memo that make it easy for lenders and investors to say “yes”.
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6
Align stakeholders & handover
Walk sponsors, existing lenders and advisors through the structure, refine based on feedback, and prepare the pack for formal lender approach or mandate execution.
Who we structure for
Sponsors, originators and lenders dealing with complex, cross-border or asset-intensive facilities where “plain vanilla” loan templates are not enough.
Mid-market sponsors & corporates
Family-owned and entrepreneur-led businesses with USD 5–150m funding needs and multi-asset platforms.
- Growth capital and capex facilities
- Refinancing of short-term or mis-matched debt
Project & infrastructure platforms
Energy, transport, social infrastructure and industrial projects with contracted cashflows and heavy assets.
- HoldCo / OpCo / SPV structures and security
- Hybrid project finance and corporate facilities
NBFIs, fintechs & originators
Lenders looking to scale through warehouse lines, term financings, securitisations or forward-flow structures.
- Warehouse and term take-out facilities
- Structures aligned to rating and investor appetite
Real estate & hospitality
Income-producing and development assets needing more bankable capital structures.
- Stabilised and transitional asset structures
- Blend-and-extend and new money structures
Special situations & rescue
Stressed or dislocated facilities where existing structures are blocking new capital or value recovery.
- Amend-and-extend, new money and exit structures
- Lender-group negotiation playbooks
Cross-border SPVs & holdcos
Multi-jurisdiction asset pools and offshore SPVs needing coherent structures across legal and tax regimes.
- Security and cashflow routing across countries
- Alignment with local regulatory and FX rules
Case snapshots
Illustrative structuring outcomes from recent mandates. Details anonymised.
From bilateral loan to scalable platform
Re-cut a single-bank USD 25m facility into a multi-lender structure with SPV, security agent and waterfall.
- Introduced cash sweep and DSRA to de-risk lenders
- Enabled scale-up to USD 60m over 24 months
Rescue structure for covenant-breached deal
Designed amend-and-extend structure after repeated covenant breaches on a cross-border asset portfolio.
- New money super-senior tranche with tightened security
- Reset covenants and staged deleveraging profile
Bridge-to-term with waterfall clarity
Structured a USD 40m bridge facility with clear pre-agreed term take-out and investor distribution mechanics.
- Linked milestones, covenants and pricing to de-risk bridge
- Locked in waterfall and reserves acceptable to term lenders
FAQs
What do I actually receive at the end of an engagement?
Typically: (i) a structure memo setting out the recommended facility design, SPVs, security, waterfalls and covenants; (ii) borrower-facing and lender-facing term sheets; (iii) draft CP/CS and reporting schedules; and (iv) an implementation roadmap for your legal, tax and finance advisors.
Do you arrange the funding as well?
This page focuses on structuring and term sheet design. Where appropriate, the work can be rolled into a separate execution mandate—for lender approach, term sheet negotiation and closing—subject to scope, conflicts and regulatory constraints in the relevant jurisdictions.
How do you work with lawyers, tax advisors and rating agencies?
We do not replace legal, tax or rating advice. Our role is to design a commercially coherent, bankable structure and term sheet that these parties can then document, opine on and (for ratings) assess. We typically collaborate with onshore and offshore counsel, tax advisors, trustees, security agents and rating agencies where needed.
What is a typical timeline and how is pricing structured?
Simple reshapes can complete in 2–3 weeks; complex multi-jurisdiction structures can take 4–6 weeks, depending on data quality and stakeholder responsiveness. Pricing is usually a fixed advisory fee, sometimes with a success-linked component if we are also mandated on execution. All commercial terms are agreed in a separate engagement letter before work starts.
Is this only for “large-ticket” deals?
We are most effective where facility sizes are at least USD 5–10m and the structure is non-trivial (multiple assets, jurisdictions, lenders or investor types). For smaller or simpler deals, we may still provide a light-touch review or recommend a Bankability Audit instead.