To provide non-recourse financing, the firm structures the deal not as a loan but as a co-investment in a new LLC. The customer contributes common equity (first-loss capital), while the firm's financing is preferred equity. This legally shields the investor's personal assets and makes the capital non-callable.
Newbrook refuses to invest unless the cap rate exceeds the borrowing cost from day one. This serves as a critical self-discipline, preventing speculation on future appreciation and guaranteeing that the asset generates a positive cash-on-cash return immediately, thereby de-risking the investment from the start.
For projects requiring hundreds of millions, fundraising should be split into phases. The initial "pre-industrialization" phase, focused on proving technology, is suited for venture capital. Later phases for manufacturing and scaling should target project finance structures with debt/equity combinations and strategic partners.
Companies are willing to pay a 150-200 basis point premium for private credit to gain a strategic partner who provides bespoke financing, governance, and expertise for complex needs like carve-outs. This partnership value proposition distinguishes it from transactional public markets.
A massive purchase order from Trader Joe's created a $1M funding gap. Instead of selling equity at an early stage, the founders secured debt from friends and family, backed by the PO and personal guarantees. This preserved their ownership while fueling a pivotal 10x growth moment.
Avoid the classic bootstrap vs. raise dilemma by using customer financing. Pre-sell your product or service to a group of early customers. This strategy not only provides the necessary starting capital without giving up equity but also serves as the ultimate form of market validation.
Corporations are increasingly shifting from asset-heavy to capital-light models, often through complex transactions like sale-leasebacks. This strategic trend creates bespoke financing needs that are better served by the flexible solutions of private credit providers than by rigid public markets.
To source proprietary hybrid capital deals, avoid the capital markets teams at PE firms, as their job is to minimize cost of capital. Instead, build relationships directly with individual deal partners in specific industries. This allows you to become a trusted, go-to provider for complex, time-sensitive situations where speed and certainty are valued over price.
To overcome cash flow issues for large purchases, small businesses can offer a 'Special Purpose Vehicle' (SPV) to loyal customers. A customer fronts the capital, gets repaid first from the sales, and then splits the remaining profit with the business, turning patrons into financial partners.
Jeff Aronson reframes "distressed-for-control" as a private equity strategy, not a credit one. While a traditional LBO uses leverage to acquire a company, a distressed-for-control transaction achieves the same end—ownership—by deleveraging the company through a debt-to-equity conversion. The mechanism differs, but the outcome is identical.
Founders Fund's perk allowing employees to co-invest personally is a clever mechanism to test true conviction. If an investor sponsoring a deal is unwilling to put their own money in, it raises a serious question about their belief in the investment's potential, forcing them to justify why it's a better allocation for LPs than their own capital.