Notice. This page is informational and general in nature. Outcomes depend on counterparty acceptability, KYC and AML, sanctions screening, diligence, documentation, security perfection, and third-party approvals. Obtain independent legal advice for contracts and enforceability.
Private Placement Debt Advisory
Private placement debt is a deep institutional market used for long-dated funding, fixed-rate certainty, and negotiated protections. Market snapshots commonly put the private placement segment at roughly a trillion dollars in size, with annual issuance often exceeding $100 billion and the bulk of deals investment grade.
That market does not reward vague decks or loose numbers. It rewards clean credit files, clear terms, and a diligence path that holds up under scrutiny. FG Capital Advisors structures and places private debt for operating companies, acquisition buyers, asset owners, and project developers, from facility design through term sheets, documentation workstreams, and closing support.
Request A QuoteBenefits Of Private Placement Debt
- Custom terms: tenor, amortization, delayed draw, covenants, baskets, and reporting can be negotiated to match the business.
- Longer duration: private placements can support longer tenors than typical cash flow bank debt.
- Confidentiality: targeted outreach with less public disclosure than public bond issuance.
- Execution control: direct dialogue with lender credit teams reduces guesswork and rework.
- Prepayment discipline: make-whole mechanics can reduce refinance noise and protect pricing stability.
- Capital stack clarity: negotiated lien position, intercreditor terms, and covenant protections built for the actual risk.
If you want a facility that fits your cash conversion cycle, private placement is often the cleanest path.
Who This Is For
- Businesses with documented revenue, defensible margins, and a specific use of proceeds.
- Buyers with LOI or purchase agreement work-in-progress and a defined closing timeline.
- Operators with measurable collateral, contracted revenues, or predictable collections that support controls.
- Teams willing to support diligence and operate to reporting and covenant discipline after closing.
What We Structure And Place
Private debt is not one product. The structure needs to match the asset, the cash flow profile, and the lender base. We design the facility, package the credit, and coordinate placement with suitable capital providers.
- Senior secured term loans: fixed or floating, bullet or amortizing, including delayed draw features.
- Revolving facilities: working capital and trade-driven liquidity, including collateral controls where required.
- Unitranche: one-tranche structures designed to compress lender coordination and keep terms consistent.
- Asset-based lending: borrowing base facilities secured by receivables, inventory, or both.
- Equipment and real asset debt: lien-driven structures tied to tangible asset coverage and insurance discipline.
- Long-dated notes: private placement style notes documented under a Note Purchase Agreement where appropriate.
- Acquisition and recapitalization debt: sources and uses mapping, covenant posture, consent planning, and closing workstreams.
What Lenders Underwrite
| Underwriting focus | What we deliver | What it prevents |
|---|---|---|
| Cash flow quality | Clean historicals, bridge from EBITDA to cash, working capital logic, and downside cases with proof. | Committee rejection after the first diligence call. |
| Structure and covenants | Maintenance covenants sized to the operating cycle, baskets that do not invite disputes, and clear reporting cadence. | Term sheets that die during documentation. |
| Collateral and control | Security package map, perfection steps, and operational controls (accounts, proceeds, audits, field exams). | Last-minute legal blockers and availability haircuts. |
| Event risk | Change of control, asset sale limits, liens and debt incurrence controls, and cross-default alignment. | Pricing blowouts and unexpected lender conditions. |
| Documentation quality | Data room design, document indexing, version control, Q&A routing, and diligence tracker. | Slow, chaotic diligence that burns the timeline. |
Private placements are negotiated. Negotiation only helps you when the credit file is coherent and the legal path is mapped from day one.
Process
| Step | What we do | What you get |
|---|---|---|
| 1. Readiness screen | Confirm the use of proceeds, timeline, collateral reality, reporting feasibility, and the issues that can break closing. | A scoped intake list and a facility direction aligned to lender appetite. |
| 2. Term and structure design | Define facility terms, security scope, covenants, controls, and reporting to match underwriting norms. | A structure memo and lender-ready term outline. |
| 3. Lender pack and data room | Build a controlled data room and materials aligned to committee questions and diligence workstreams. | A lender package designed to compress underwriting cycles. |
| 4. Targeted outreach and term sheets | Run a disciplined term sheet process with suitable capital providers and manage Q&A and revisions. | Indicative terms with conditions precedent mapped to a closing checklist. |
| 5. Diligence and closing coordination | Coordinate counsel workstreams, third-party reports, security perfection steps, and funding conditions. | A tracked closing path from signed terms to funded documents and post-close reporting setup. |
FG Capital Advisors is not a bank and does not lend directly. We coordinate financing with third-party capital providers. Where regulated placement activity is required, execution is handled by appropriately licensed counterparties. All outcomes remain subject to diligence, documentation, and approvals.
What To Send For A Quote
- Corporate structure, ownership, management, and a KYC pack.
- Last 2 to 3 years financials plus latest management accounts.
- Debt schedule, liens, covenant summary, and consent requirements.
- Use of proceeds summary and target funding date or closing timeline.
- Customer and supplier concentration, key contracts, and dispute history where relevant.
- Collateral detail: receivables aging, inventory reports, equipment lists, real assets, and insurance evidence.
When It Does Not Fit
- Unverifiable revenue, incomplete books, or refusal to support diligence and ongoing reporting.
- Unclear collateral title, contested liens, or resistance to standard controls and security perfection.
- Requests framed as guaranteed approvals, guaranteed pricing, or fixed return promises.
- Timelines that cannot support third-party underwriting and legal documentation work.
FAQ
What is private placement debt, in plain terms?
It is debt raised through a private marketing process with a small group of institutional lenders, negotiated directly on terms, covenants, and documentation. In many cases, it is documented under a Note Purchase Agreement and designed to be held for the full tenor.
Why choose private placement debt instead of public bonds?
Less public disclosure, tighter control of the process, and more flexibility on tenor, amortization, covenants, and settlement timing. Public issuance can be efficient, but it forces you into market windows and standardized documentation.
Can private placements support delayed funding?
Often yes. Delayed settlement is a common feature in many private placement processes, which can reduce cost of carry when you are refinancing a maturity or timing a transaction close.
Do private placements usually include covenants?
Yes. Maintenance covenants and event-risk protections are common. Covenant design is not a formality. It is one of the main reasons private placement investors get comfortable, and one of the main reasons weak deals fail late.
Do you guarantee approvals or pricing?
No. We structure and place debt on a best-efforts basis. Approvals depend on lender underwriting, KYC and AML, sanctions screening, diligence, and final documentation.
What typically kills a deal after a term sheet?
Data room gaps, unclear collateral title, weak reporting controls, unresolved tax or legal items, and covenant packages that do not match the cash conversion cycle. Most of this is preventable with proper structuring and diligence planning.
Do you work on asset-based facilities?
Yes. ABL works when eligibility rules, reserves, field exams, and collection controls are designed for the real flow of receivables and inventory, and the borrower can run the reporting cadence without constant exceptions.
If you want a disciplined private placement debt process with lender-grade materials and a closing path that holds up under diligence, share your package and timeline to receive a scoped proposal.
Request A QuoteDisclosure. This content is for informational purposes and does not constitute legal, tax, accounting, or financial advice. FG Capital Advisors is not a bank or lender. Any support is provided on a best-efforts basis and remains subject to third-party approvals, diligence, and documentation.
