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Financing an Obligation Instead of an Asset

Financing StrategyBorrower Advisory

Most financing buys something. Occasionally a healthy business owes a fixed sum on a fixed date with nothing new to show for it, and that is the financing conventional lenders are least comfortable with.

Equipment produces output. Inventory becomes receivables. An acquisition brings earnings. Underwriting is built around that logic, and the first question on most credit memos is what the money is being used for.

Then there are obligations. An earnout maturing. A tax assessment. A settlement. A judgment. A departing shareholder with a date in the agreement. The money leaves and nothing arrives, which makes the usual question unanswerable and sends most borrowers to the wrong conversations first.

A manufacturer with 90 days

Take an illustrative case. A specialty food and beverage manufacturer runs $26 million of revenue and $2.8 million of EBITDA. Three years ago it bought a smaller co-packer, and the earnout from that deal is now fixed and due: $4.0 million in 90 days.

The business is performing. It has $1.2 million of cash, $3.1 million of receivables, $2.6 million of inventory, equipment appraised at $5.5 million in an orderly liquidation, $5.6 million of existing debt, and a bank that has been supportive for a decade.

Paying from operating cash is not available. After interest, taxes and maintenance capital spending, the business generates about $1.2 million a year. Covering the balance from cash flow takes more than two years, and the obligation is due in three months.

Five routes, same balance sheet

The useful reframe is that the purpose does not change what the business owns. What changes is which assets are unencumbered, what each source advances against them, and how fast each one closes.

The incumbent bank, revolver increase: $800,000. The relationship is good and the answer is still small, because the increase is sized on borrowing base headroom rather than on the need.

An asset-based refinance: $3.4 million gross, about $1.4 million of new money. Eighty-five percent of eligible receivables plus fifty percent of inventory, less the $2.0 million already drawn on the revolver it replaces.

A cash-flow term loan: $2.8 million. Three times EBITDA less the $5.6 million already owed. Enough to matter, not enough to pay the obligation, and the slowest of the five to close.

Structured junior capital: $4.0 million. Sized on the enterprise rather than on any specific asset, priced accordingly, and usually the fastest of the larger options.

An equipment sale-leaseback: $4.1 million. Seventy-five percent of the $5.5 million liquidation appraisal, against machines that keep running exactly as they are.

New money available to the same manufacturer by funding route Five horizontal bars against a dashed line at the $4.0 million obligation. An equipment sale-leaseback at 75 percent of a $5.5 million liquidation appraisal provides $4.1 million and structured junior capital provides $4.0 million, both shown in the darkest navy. A cash-flow term loan at 3.0 times EBITDA less existing debt provides $2.8 million, an asset-based refinance provides $1.4 million of new money after repaying the revolver, and an increase on the incumbent revolver provides $800,000. Only the first two cover the obligation, and both close inside the 90-day deadline. SPECIAL SITUATIONS Financing an Obligation Instead of an Asset. New money available to one $26M food manufacturer, same balance sheet. An earnout of $4.0M falls due in 90 days. Nothing is bought with it. Equipment sale-leaseback 75% of a $5.5M liquidation appraisal $4.1M Structured junior capital sized on the enterprise, priced accordingly $4.0M Cash-flow term loan 3.0x EBITDA less $5.6M already owed $2.8M Asset-based refinance net new, after repaying the $2.0M revolver $1.4M Incumbent revolver increase sized on borrowing base headroom $0.8M $4.0M due Two routes cover it in full, and both close inside the deadline. Source: Illustrative construction on common advance rates | Thalos Capital Research Thalos Capital ©

Time is the real constraint

Two of those five produce enough, and both of them close inside the deadline. That is not a coincidence. When an obligation has a date, speed moves from a convenience to a term of the deal, and the cheapest quote that closes in twelve weeks is worth nothing against a ninety-day clock.

The second constraint is paperwork rather than collateral. The equipment in this example is paid off, but the incumbent bank holds a blanket lien over all assets. The machines are unencumbered in substance and encumbered on paper, and releasing them takes a conversation with a credit officer who was not expecting one. Starting that conversation in week one rather than week six is often the difference between the two routes that work and the three that do not.

Speed is a term of the deal
Each route by weeks to close and all-in cost
The same five routes, plotted against the 13-week deadline. Anything to the right of the line misses the date regardless of price, and anything below $4.0 million leaves a gap to fund another way.
Funding routes by weeks to close and illustrative all-in cost A scatter of five routes. An incumbent revolver increase closes in 3 weeks at about 8.5 percent but provides only $800,000. An equipment sale-leaseback closes in 4 weeks at about 11.5 percent and provides $4.1 million. Structured junior capital closes in 4 weeks at about 14 percent and provides $4.0 million. An asset-based refinance closes in 6 weeks at about 9.5 percent and provides $1.4 million of new money. A cash-flow term loan closes in 9 weeks at about 10.5 percent and provides $2.8 million. A dashed line marks the 13-week deadline; all five close inside it, and only two of them cover the obligation in full. 13-week deadline 15% 11% 7% 0 weeks 7 14 Revolver increase, $0.8M Equipment sale-leaseback, $4.1M Structured junior capital, $4.0M Asset-based refinance, $1.4M net Cash-flow term loan, $2.8M Only the two navy routes cover the $4.0M in full Circle size is the amount available Vertical axis: illustrative all-in annual cost. Horizontal axis: weeks from engagement to funding.
The cheaper routes are real and still leave a gap, which is why these often close as a combination rather than a single facility. The binding constraint is usually the incumbent lender's blanket lien over assets that are otherwise unencumbered, so that release conversation belongs in week one rather than week six.
Source: Illustrative construction on common advance rates | Thalos Capital Research Thalos Capital ©

What makes an obligation fundable

Lenders who do this work regularly look at four things, and none of them is the purpose.

Is the obligation fixed and documented? A stated amount on a stated date underwrites. A contingent or disputed figure does not, and should be settled or quantified first.

Does the business service the debt afterwards? The payment is one-time. The financing is not. A $4.0 million facility over five years adds roughly $1.0 million a year of debt service to a business generating $1.2 million of free cash flow, which is the real test and the reason some of these should be partly paid down rather than fully financed.

What is genuinely available as collateral? Not what appears unencumbered on the balance sheet, but what can be released, appraised and pledged inside the window.

What happens if it is not paid? Default interest on a tax assessment, acceleration in a purchase agreement, enforcement by a departing shareholder. The consequence sets the urgency, and a borrower who can state it precisely gets taken more seriously than one who cannot.

Negotiate the obligation before financing it

The step that gets skipped is the cheapest one. Obligations are often more flexible than they look.

Tax authorities have installment arrangements. Settlements can be restructured into scheduled payments, frequently at a discount for certainty. Earnout holders and departing shareholders usually prefer a negotiated schedule to an enforcement action, particularly where the alternative puts their own payment at risk.

A business that walks in having already converted a single $4.0 million date into two payments of $2.0 million needs a smaller facility, on better terms, from more sources. That conversation costs nothing and takes a week.

How Thalos Capital Approaches This

Thalos Capital works borrower-side on special situations across the United States: structured credit and bespoke liquidity for complex, non-standard and deadline-driven situations.

A fixed obligation with a date is a structuring problem rather than a credit story. The work is mapping what the balance sheet will actually support, which sources will advance against it at the speed the date requires, what has to be released by the incumbent lender and when that conversation starts, and whether the obligation itself can be reshaped before anything is borrowed.

The manufacturer in the example spent its first six weeks asking its bank for the whole $4.0 million, which was never the facility that lender writes. It had the collateral the entire time, in the wrong conversation.

Most financing situations have more options than the borrower initially sees. A conversation is enough to map them. Submit your financing request at https://thaloscapital.com/contact.

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