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Up to 1x EBITDA
Target and operating company combined
Junior / Subordinated
Sits behind existing senior debt
0% Equity
Non-dilutive you keep the upside
Financing Built for the Last Dollar of the Deal
Most acquisitions stall in the same place: the senior lender and the seller note get you close, and a gap remains. That's the piece we fund.
Position
Subordinated by Design
We take a junior position behind your senior lender and intercreditor accordingly. Your existing bank, SBA, or ABL facility stays exactly where it is we don't disturb the senior structure.
Sizing
One Turn of Combined EBITDA
We typically lend up to 1x EBITDA measured across the target and the acquiring operating company combined so the earnings of the platform you've already built count toward what you can borrow.
Ownership
Debt, Not Dilution
No equity, no board seats, no warrants required. You close the acquisition and keep 100% of the growth you're paying for.
Speed
We Move on Deal Timelines
Purchase agreements have dates on them. We underwrite to the transaction, not to a committee calendar, and coordinate directly with your senior lender and counsel to hit the close.
Underwriting
The Combined Story Matters
We look at pro forma cash flow, customer concentration, integration plan, and the operator behind the deal not a rigid checklist that ignores what the two companies look like together.
Flexibility
Fits the Rest of the Stack
Layers alongside senior debt, SBA 7(a), seller notes, and sponsor equity. If a piece of the stack falls out late, we're often the fastest way to replace it.
Where Acquisition Financing Fits
Junior capital for the transactions where the senior lender stops short of the full purchase price.
Add-On & Platform Acquisitions
Buy-and-Build Strategies
Fund the gap between senior proceeds and total purchase price
Sizing credits the EBITDA of both the platform and the target
Repeatable structure for serial acquirers doing multiple add-ons
Partner & Equity Buyouts
Ownership Transitions
Buy out a departing partner or minority holder without new equity
Junior debt sized on the company's own combined earnings
Keeps control and future upside with the remaining owners
Management Buyouts
MBO & Succession
Subordinated capital layered behind senior and seller financing
Bridges the equity check the management team can't write
Structured around post-close cash flow, not personal net worth
Seller Note & Closing Gaps
When the Stack Falls Short
Cover an earnout, escrow, or working capital true-up at close
Replace a seller note the seller no longer wants to carry
Fund day-one working capital so the target isn't starved post-close
The Short Version
Junior, subordinated acquisition capital sized at up to one turn of combined EBITDA structured to sit behind your senior lender and close on the timeline in your purchase agreement.
1.0x
Max combined EBITDA
Junior
Subordinated position
No Equity
Non-dilutive
Structure & Terms at a Glance
Indicative parameters. Final structure and pricing are set by the risk profile of the transaction.
Position
Subordinated / junior to existing senior debt
Sizing
Typically up to 1x EBITDA of the target and operating company combined
Use of Proceeds
Acquisition gap funding, partner buyouts, MBOs, earnouts, day-one working capital
Collateral
Junior lien or unsecured, depending on the senior structure and intercreditor
Equity
None required fully non-dilutive
Geography
United States & Canada, industry agnostic
Works Alongside
Bank and SBA senior debt, ABL facilities, seller notes, sponsor equity
Pricing and terms are adjusted per the risk of the transaction.
From LOI to Funded
A process built to run in parallel with your senior lender and your closing checklist.
01
Send the Deal
LOI or purchase agreement, financials on both companies, and the senior structure you're working with.
02
Sizing & Term Sheet
We size the junior piece off combined EBITDA and issue terms quickly so you can price the rest of the stack.
03
Diligence & Intercreditor
We coordinate directly with the senior lender and counsel so subordination doesn't become the long pole.
04
Fund at Close
Proceeds wired into the closing so the transaction funds on the date in the agreement.