Head-to-Head

Facility Best for Cost signal Risk
Term loan Equipment, expansion Fixed amortizing Collateral + covenants
Line / revolver Seasonal WC Pay on use + fees Clean-up + borrowing base
Venture debt Extend runway to milestone IO + warrants Tight covenants, MAC

Pair with Venture Debt, Working Capital, Cash-Flow, and Going Concern.

Covenant Math to Model

  • DSCR, quick ratio, minimum cash, ARR growth.
  • Sensitivity: -10% revenue, +200bps rates.
  • Headroom report monthly in Month-End Close — see Bank Rec.

Link forecasts to FP&A Software discipline and Treasury.

Diligence Packet Lenders Want

  • 24-month forecast, AR aging — see Collections — AP aging, debt schedule, contracts.
  • Cap table — see Cap Table — and board minutes.
  • Audit-ready tie-outs per Q1 Prep.

All-In Cost Comparison (Worked)

$1m facility, 3-year horizon:

Cost Term loan 8% amortizing Revolver (avg 50% drawn, prime+2%, 0.5% unused) Venture debt $1m, 12% IO + 5% warrant coverage
Interest/fees paid ~$128k ~$95k ~$360k interest + warrant dilution
Flexibility None — fixed schedule Draw/repay freely IO period then amortization
True cost driver Rate Utilization + unused fees Warrants (often 1–3% of company at exit value)

The revolver looks cheapest only at 50% utilization — at 90% drawn it exceeds the term loan, and at 10% drawn the unused fee dominates. Model your actual draw pattern from the Cash Forecast, not the headline rate. Venture debt’s warrants routinely cost more than the interest at a successful exit — price them at your expected valuation, not zero.

Covenant Negotiation Points (Before Signing)

  • Equity cure rights: can investors inject cash to cure a breach? How many times, and does cured quarter count for trailing tests?
  • Covenant holidays: 1–2 quarters of relief post-close while integration or growth investments land — see Post-Merger.
  • MAC clause scope: narrow to payment default and insolvency events; broad MAC (“material adverse change” undefined) lets lenders re-underwrite at will.
  • Reporting burden: monthly vs quarterly compliance certificates, audit deadlines, and field-exam rights — calendar all into Month-End Close.
  • Warrant coverage and success fees (venture debt): negotiate coverage percentage, valuation cap methodology, and whether success fees trigger on M&A only or any exit.

Have counsel redline covenants alongside economics — founders negotiate rate and ignore covenants, then breach the part they didn’t read.

When Each Wins (Decision Rules)

  1. Term loan: asset with 5+ year life, predictable cash flow, DSCR >1.5× through downside. Equipment, buildouts, acquisitions.
  2. Revolver: seasonal or lumpy working capital, DSO-driven gaps (see Collections), clean-up achievable annually (lenders require periodic zero balances to prove it’s working capital, not permanent debt).
  3. Venture debt: 12+ months cash post-draw, credible milestone within the IO period that unlocks the next round at higher valuation, covenants you can meet in the downside case — not just base case.
  4. None of the above: under 6 months runway with missed targets — debt accelerates failure. Cut burn or raise equity first — see Burn/Runway and Going Concern.

FAQ

Should startups take venture debt pre-profit?

Only with 12+ months cash post-debt and credible path to milestones. Otherwise bridge equity or cut burn.

What fees hide true cost?

Origination, unused, warrants, success fees, and legal. Build all-in IRR before signing.

Next Steps

  1. Model service under downside before term sheets.
  2. Negotiate covenants and cure rights with counsel.
  3. Calendar compliance certificates into close.