Capital, structuring, and concierge — built for serious work.

What is a Special Purpose Vehicle (SPV)?

An SPV is a separate legal entity — almost always an LLC or a series-LLC — created to hold a single asset, run a single deal, or pool capital for one investment. It exists to ring-fence liability, isolate cash flows, and give multiple investors a clean point of participation without commingling them with an operator’s broader balance sheet.

Operators use SPVs to syndicate a real-estate purchase, pool a roll-up, or run a single-asset private-credit deal. Investors use them because the entity itself files, the entity itself signs, and the entity itself takes the loss if something goes wrong — not them.

BLOC vs Term Loan — what each one is actually for.

A business line of credit (BLOC) is revolving: it sits there, you draw against it when you need it, you pay interest only on what you draw, and the limit resets as you pay down. It is a working-capital instrument — for inventory cycles, payroll bridges, and timing mismatches.

A term loan is one-shot: a fixed amount, a fixed amortization, a fixed end date. It is a project-capital instrument — for an acquisition, a buildout, an equipment purchase, or anything with a defined use of funds and a defined payback period.

Operators get hurt when they use one in place of the other. A revolving facility used for a long-term asset purchase becomes a covenant problem. A term loan used for working capital becomes an interest-cost problem. The instrument should match the cash-flow pattern of what it is funding.

The financing taxonomy — senior, mezz, revenue-based, asset-based.

Senior debt sits first in the capital stack and is repaid first; it is the cheapest money but also the most covenant-heavy. Mezzanine sits behind senior, often with warrants or PIK interest; it is more expensive but more flexible. Revenue-based facilities take a percentage of monthly revenue rather than a fixed payment — useful for D2C and SaaS operators with seasonality. Asset-based lending sizes against receivables, inventory, or equipment rather than EBITDA.

Most acquisitions land on a stack — senior + mezz, or SBA + seller note, or senior + revenue-based bridge — not a single instrument. The job of the structuring desk is to figure out which combination clears the deal at the lowest blended cost without a covenant trap.

Real-estate capital stacks — senior, mezz, pref, sponsor.

A typical multifamily or commercial real-estate deal is funded across four layers. Senior debt from a bank or agency lender funds 60–75% of the cost. Mezzanine debt or preferred equity fills 5–15% above that, more expensive but cheaper than common equity. Common equity from sponsor and LP investors funds the remainder — and bears the residual risk and reward.

The mistake we see most often is sponsors pricing a deal off senior alone, then scrambling for the mezz piece in the last 30 days. The mezz market is a relationship market; it should be lined up before the LOI is signed, not after.

Acquisition financing — what the SBA stack actually does.

For US lower-middle-market acquisitions under roughly $5M of enterprise value, an SBA 7(a) loan combined with a seller note can fund 80–90% of the purchase price — leaving the buyer with a 10–20% equity check rather than a 30–40% one. Above that range, conventional senior debt + mezz + sponsor equity becomes the typical stack.

The SBA stack is slower (60–90 days), more covenant-heavy, and requires a personal guarantee. It is not the right tool for every deal, but for the right buyer-seller pair it is the cheapest money in the small-business market.

Soft vs hard pre-approval — what each one means.

A soft pre-approval is an indicative read — the lender has looked at the headline file, run a credit check, and confirmed the deal is in their box. It is not a commitment, and it does not survive material new information.

A hard pre-approval (or commitment letter) is underwritten: the lender has run the full file through credit committee and is committing to fund subject to a defined list of conditions. Operators should know which one they have before they sign an LOI.

Servicing the debt — how operators actually pay it back.

Raising the capital is half the work. The other half is structuring the repayment so the cash claim of the debt matches the cash-flow profile of the asset or business it is funding. When operators get hurt, it is almost always at this seam — the instrument is correct, the use of funds is correct, but the payment cadence does not match the cadence of incoming cash.

Real estate development. Construction and value-add loans typically carry interest-only payments during the build, with an interest reserve sized into the loan itself; debt is paid from the takeout refinance or the sale, not from operating cash. Once stabilized, the lender underwrites against debt service coverage ratio (DSCR) on net operating income — a 1.20–1.25x floor is typical for multifamily, higher for hospitality and other operating real estate. Where sponsors get caught: treating the interest-reserve period as the steady state, then discovering at stabilization that NOI doesn’t actually clear the permanent payment.

M&A and acquisitions. Senior acquisition debt is serviced from free cash flow after capex — not from EBITDA. Lenders typically want 2.0–2.5x senior coverage and 1.25–1.50x total fixed-charge coverage, tested quarterly. The recurring failure pattern: aggressive add-backs in the LBO model (synergies, owner comp, “one-time” expenses) that don’t survive operating reality, leaving the borrower covenant-tight in year two and forced to negotiate amendments at the worst possible time.

Working capital, revenue-based, and equipment. These are the cleanest matches because they self-liquidate. A revenue-based facility takes a fixed percentage of monthly revenue — the cash that pays the facility down is the cash the facility helped generate. Equipment financing matches the productive life of the asset; the depreciation schedule and the amortization schedule are designed to track each other. BLOCs and other revolvers are paid down out of normal collections cycles, then redrawn for the next cycle.

Bridge and transition capital. Bridge loans are repaid by the next event — an exit, a refinance, or a stabilized loan takeout. The risk is timing: a 12-month bridge planned for an 18-month execution becomes an extension request, which is rarely free. The discipline is to size the bridge to the slowest realistic timeline, not the base case.

The general rule. Match maturity to asset life. Match payment cadence to cash-flow cadence. Stress-test debt service against a 20–30% revenue downside before you sign. Plan the refinance window 6–9 months before maturity — not 6–9 days. And remember that DSCR and fixed-charge covenants are tested on a trailing four-quarter basis; a single bad quarter can trip a covenant even when the business is fine on a trailing-twelve view. The structuring desk’s job is to make the documents reflect the cash flow you actually have, not the cash flow you wish you had.