In May 2026, Aquestive Therapeutics (NASDAQ: AQST) closed a $150 million senior secured, multi-tranche structured term loan facility with funds managed by Oaktree Capital Management, taking out $45 million of legacy 13.5% Senior Secured Notes due 2028 and replacing them with a five-year, interest-only facility priced at 3-month SOFR + 6.25% (with a 2.75% SOFR floor). The capital is staged against catalysts: $55 million funded at close, with $20 million unlocked on FDA approval of Anaphylm™ (sublingual epinephrine), $25 million on a subsequent net sales milestone, and a final $50 million tranche available at mutual consent. The structure is a textbook example of how specialist life sciences credit providers build runway around a known regulatory inflection point and how the existing royalty purchaser, RTW Investments, has been accommodated alongside the new senior lender via an intercreditor agreement.

👓At a Glance

Origination Date: May 12, 2026

Borrower: Aquestive Therapeutics, Inc.

Lender: Funds managed by Oaktree Capital Management, L.P. (Oaktree Fund Administration, LLC, as Administrative Agent)

Deal Size: Up to $150 million (multi-tranche)

Structure: Senior secured, multi-tranche structured term loan

Rate: Variable, 3-month SOFR (2.75% floor) + 6.25%; reduced 0.25% upon Tranche B funding; up to 200 bps PIK option in first two years

Term: ~60 months; matures May 2031

Use of Proceeds: Refinance $45 million 13.5% Senior Secured Notes; general corporate and working capital purposes

Source: Press Release

📷Borrower Snapshot

Sector: Healthcare

Subsector: Pharmaceuticals

Commercial Stage: Revenue Generating; LTM EBITDA -

Business Overview: Aquestive Therapeutics is a New Jersey-based pharmaceutical company combining a proprietary oral film delivery technology (PharmFilm®) with an internal pipeline of epinephrine prodrug product candidates developed on its AdrenaVerse™ platform. The company operates as both a developer of its own proprietary products and as a contract development and manufacturing organization (CDMO) for licensees including Indivior (Suboxone® sublingual film), Cosette Pharmaceuticals (Sympazan®), Hypera (Ondif®), and Zambon (Emylif®). Its lead clinical asset, Anaphylm™ (dibutepinephrine) sublingual film, is a needle-free, device-free epinephrine product candidate for Type I allergic reactions.

⚙️Structure & Terms

Source: SEC 8-K

Structure: Up to $150 million (multi-tranche)

• Tranche A - $55 million - Funded at close (May 12, 2026)

• Tranche B - $20 million - Subject to FDA approval of Anaphylm by June 30, 2027

• Tranche C - $25 million - Subject to achievement of specified net sales milestone certified by Agent by December 31, 2027 (requires prior Tranche B funding)

• Tranche D - Up to $50 million - Available upon mutual consent of Lenders and Company

Maturity: May 2031 (~5 years from closing)

Collateral: Senior secured, substantially all-asset lien (including intellectual property), subject to the rights of RTW Investments, LP under the August 13, 2025 Purchase Agreement; an intercreditor agreement governs the relative priorities of the Oaktree Lenders and the RTW Purchaser

Rate: Variable; 3-month SOFR + 6.25% (SOFR floor: 2.75%); spread reduced by 0.25% permanently upon Tranche B funding; default rate +2.00%

I/O Period: Full term — quarterly interest-only payments until maturity; bullet repayment

PIK Option: Borrower may elect to pay up to 200 bps of interest in kind during the first two years

Repayment: Bullet at maturity; voluntary prepayment permitted subject to make-whole / Prepayment Premium and Exit Fee (see below)

Disclosed Fees:

• Exit Fee: 1.00%–2.00% of the principal repaid, depending on date of repayment; subject to reduction if (i) the Company achieves a specified net sales milestone by June 30, 2029, (ii) a mandatory paydown is triggered by failure to obtain FDA Approval by December 31, 2027, or (iii) the repayment occurs in connection with a change of control within the first two years

• Prepayment Premium: Make-whole (interest that would have accrued to the first anniversary) for prepayments on or before the first anniversary; thereafter a declining premium of 5.00% → 1.00% based on date; 0% after the fourth anniversary; subject to the same reductions as the Exit Fee

• Additional fees per fee letter (not disclosed)-

Warrants: The Company agreed to issue warrants to the Lenders equal to 1.75% of the principal amount of each funded tranche, divided by the applicable VWAP. Tranche A Warrants priced off the 30-day VWAP preceding closing; subsequent tranches priced off the lower of the Tranche A VWAP and the 30-day VWAP preceding such tranche’s funding. Warrants carry a five-year term and are subject to a registration rights agreement.

Financial Covenants:

• Minimum Liquidity (Unrestricted Cash and Permitted Cash Equivalents in Controlled Accounts):

  • - $27,500,000 prior to Tranche B funding

  • - $15,000,000 after Tranche B funding

  • - Further reducible on a dollar-for-dollar basis equal to any prepayments mandatorily required if FDA Approval of Anaphylm is not received by December 31, 2027

• Minimum Net Sales Covenant: Trailing twelve-month net sales of Anaphylm and other products developed for the treatment of Type I allergic reactions in the U.S., tested quarterly, with thresholds set on the schedules to the Credit Agreement (not publicly disclosed). Testing commences on the later of (i) the first full fiscal quarter ending after Tranche B funding and (ii) the fiscal quarter ending December 31, 2027.

• Waiver Conditions (Equity / Market-Cap Off-Ramps): Covenant is not tested in any quarter in which (x) unrestricted cash and permitted cash equivalents on the last business day of the fiscal quarter are ≥ 150% of the outstanding principal of the Term Loan, or (y) the 30-day average of the Company’s market capitalization as of the last trading day is ≥ $500 million

• Mandatory Prepayment Trigger: If FDA Approval of Anaphylm is not obtained by December 31, 2027, the Lenders may require a partial paydown of the Term Loan (with the Minimum Liquidity threshold reducing dollar-for-dollar in tandem)

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In December 2025, HawkEye 360, Inc., a commercial space-based signals intelligence (SIGINT) company, closed a coordinated $48.6 million debt package alongside the cash-and-stock acquisition of Innovative Signal Analysis, Inc. (ISA) and the initial close of an $80 million Series E preferred raise led by NightDragon. The debt package was bifurcated into a $14.6 million senior growth capital term loan from Silicon Valley Bank (First Citizens Bank) and a $34.0 million second-lien mezzanine term loan agented by SVB / First Citizens. This week’s L.O.T.W. is a two-parter; the senior facility and the mezzanine facility are reviewed in stacked sections below, followed by the shared covenant package.

👓At a Glance

Origination Date: December 18, 2025

Borrower: HawkEye 360, Inc.

Lenders:

• Senior Growth Capital Term Loan - Silicon Valley Bank (First Citizens Bank)

• Mezzanine Term Loan - First Citizens Bank (Agent)

Structure: $14.6 million senior secured growth capital loan + $34 million second-lien mezzanine term loan

Use of Proceeds: Fund cash portion of the $166.5 million ISA acquisition; transaction costs; general working capital

Source: SEC S-1

📷Borrower Snapshot

Sector: Information Technology

Subsector: Software

Commercial Stage: Revenue Generating; LTM EBITDA +

Business Overview: HawkEye 360 operates a commercial constellation of more than 30 satellites that collect radio frequency (RF) signal data and processes that data through proprietary AI/ML algorithms to deliver unclassified geospatial RF intelligence to defense, intelligence, and allied government customers. Founded in 2015 and headquartered in Herndon, Virginia, the company derives the majority of its revenue from U.S. Government and U.S. intelligence community contracts, with international customers contributing roughly 39% of revenue. Total revenue grew 74% in 2025 to $117.7 million (from $67.6 million in 2024), Adjusted EBITDA swung from negative $6.3 million to positive $24.8 million, and contracted backlog expanded nearly 7x to $302.7 million. The December 2025 acquisition of ISA, a Texas-based classified-cleared signal processing business, is intended to extend the company’s reach into the national security augmentation market by combining ISA’s classified architecture access and multi-domain detection capabilities with HawkEye’s commercial RF data stack.

⚙️Structure & Terms

Source: Growth Capital Term Loan Mezzanine Loan

Senior Term Loan

Lender: Silicon Valley Bank, a Division of First-Citizens Bank & Trust

Commitment: $14.6 million (single tranche, fully funded at close)

Maturity: September 1, 2028

Repayment: Interest only through December 2026 (~12 months I/O); 21 equal monthly installments of principal commencing January 1, 2027 through Maturity

Collateral: First priority lien on substantially all assets of Borrower and its subsidiaries; subject to Subordination Agreement with the mezzanine agent

Rate: Floating; Greater of WSJ Prime Rate and 6.75%

Equity Features - Senior: No new warrants issued at the senior level; the prior 2024 SVB warrant remains in place and was amended in connection with this restatement

Fees: None disclosed

Mezzanine Term Loan

Lenders: First-Citizens Bank & Trust (admin. agent and collateral agent) with participation from Silicon Valley Bank, and funds managed by Pinegrove and Hercules Capital

Commitment: $34.0 million (single tranche, fully funded at close)

Maturity: December 18, 2028

Repayment: 36 month I/O; Principal due at Maturity

Collateral: Second priority lien on substantially all assets of Borrower and its subsidiaries; subordinated under Subordination Agreement

Rate:

• Floating, Greater of WSJ Prime + 2.10% and 9.35%

• 1.50% per annum, compounded monthly, accruing as PIK amount and added to principal

Equity Features - Mezzanine: 173,591 common share warrants at $4.65 strike

Fees:

• Final Payment Fee - 1.95% of original aggregate principal amount of the Term Loan Advance, non-refundable and fully earned as of the Effective Date, payable to Agent for the ratable account of the Lenders upon repayment for any reason

• Prepayment Fee - Up to 1.00% of the principal amount repaid prior to the second anniversary of closing; expressly waived if the loan is (a) prepaid within 60 days of the consummation of an IPO, or (b) prepaid pursuant to the mandatory revenue leverage prepayment provisions

Financial Covenants:

• Minimum Liquidity: Borrower must maintain at all times unrestricted and unencumbered cash and Cash Equivalents subject to a Control Agreement in favor of the senior bank of at least $10,000,000 (tested monthly)

• Consolidated Revenue Leverage Ratio (debt / revenue):

  • On or before December 31, 2026: prepayment required if (i) Borrower cash drops below $50,000,000 and (ii) consolidated revenue leverage ratio exceeds 0.80:1.00 — to the extent needed to bring the ratio back to 0.80x

  • January 31, 2027 through December 31, 2027: maximum 0.70:1.00

  • January 31, 2028 and thereafter: maximum 0.60:1.00

• Equity Contribution Condition Precedent: $55 million minimum unrestricted gross cash proceeds from the Series E (or capital contributions in respect thereof) required to close

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In December 2025, Lord Abbett PCF Financing 2 LLC, a wholly-owned, special purpose financing subsidiary of Lord Abbett Private Credit Fund (a Delaware statutory trust regulated as a BDC under the 1940 Act), entered into a $300 million* senior secured revolving credit facility with Royal Bank of Canada as administrative agent and lender. The facility is a classic “back leverage” structure for a private-credit BDC: the BDC originates and contributes loans into a bankruptcy-remote SPV; the SPV pledges those loans as collateral and borrows against them on a non-recourse basis.

*amended to $400 million on April 23, 2026

👓At a Glance

Origination Date: December 1, 2025 (subsequently amended on April 23, 2026)

Borrower: Lord Abbett PCF Financing 2 LLC

Collateral Manager: Lord Abbett Private Credit Fund

Collateral Agent & Custodian: Computershare Trust Company

Lender: Royal Bank of Canada (“RBC”)

Deal Size: Originally $300 million; upsized to $400 million in April ‘26

Structure: Senior secured revolving credit facility (”back leverage”) with multi-currency capability, 36-month reinvestment period, and 24-month post-reinvestment amortization

Rate: Floating rate benchmark per applicable currency + applicable margin of 1.60% / 1.80% / 2.00% per annum, depending on collateral category; 0.00% benchmark rate floor

Term: 60 month total term; 36 month revolving reinvestment period

Use of Proceeds: Acquisition of eligible loans from Lord Abbett Private Credit Fund; general business purposes of the SPV

Source: SEC 8-K

📷Borrower Snapshot

Sector: Financial Services

Subsector: Private Credit / Business Development Company (BDC)

Ownership: Borrower SPV: wholly owned by Lord Abbett Private Credit Fund; Parent Fund: non-traded BDC; common shares not listed on a national exchange

Commercial Stage: Total Investments at Fair Value - $1.3 billion as of 12/31/2025; 2025 Total Investment Income - $83.9 million; Net Investment Income - $41.1 million

Business Overview: Lord Abbett Private Credit Fund is a non-diversified, closed-end management investment company that elected to be regulated as a Business Development Company under the 1940 Act on October 4, 2024. It is externally managed by Lord Abbett Private Credit Advisor LLC, a wholly-owned subsidiary of Lord, Abbett & Co. LLC. The Fund’s investment objective is to generate current income and, secondarily, long-term capital appreciation by primarily focusing on directly originated, senior secured loans to U.S. middle market companies (private operating companies and public companies with market capitalization below $250 million). As of December 31, 2025, the Fund held investments in 45 portfolio companies with total investments at fair value of approximately $1,310 million (cost ~$1,312 million). Portfolio composition: 93% first-lien secured debt, <1% second-lien, <1% equity, and ~5% in the SBLA Private Credit LLC joint venture (with Stifel Bank & Trust); 100% of debt investments at floating rates; 0% on non-accrual.

Portfolio metrics as of 12/31/2025: Median 12-month EBITDA $76 million; weighted average net leverage 4.7x; weighted average loan-to-value 42%; weighted average interest coverage 2.2x; weighted average yield on debt investments at cost 9.3%.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $400 million revolving credit facility; 36-month reinvestment period and 24-month post-reinvestment amortization

Maturity: December 1, 2030

Currency Capability: U.S. Dollars or certain other permitted currencies (Canadian Dollars, Sterling, Euros, Australian Dollars, with corresponding RFR / Eurocurrency benchmarks: SOFR / CORRA / SONIA / EURIBOR-equivalent)

Rate: Floating rate per annum applicable to the currency, plus applicable margin (see below); rate floor of 0.00% per annum

Applicable Margin:

• Broadly Syndicated Loan - 1.60% per annum

• Private Credit Loan - 1.80% per annum

• Senior Secured Bond - 2.00% per annum

Advance Rate Grid:

• Broadly Syndicated Loan, Purchase Price > 85.00 - 75.00%

• Broadly Syndicated Loan, Purchase Price ≤ 85.00 - 70.00%

• Senior Secured Bond - 72.50%

• Private Credit / First Lien Loan: First-Out Attachment Ratio ≤ 7.00x AND Obligor LTM EBITDA ≥ $100M - 72.50%

• Private Credit / First Lien Loan: First-Out Attachment Ratio ≤ 6.00x AND Obligor LTM EBITDA between $25M and $100M - 70.00%

• Private Credit / First Lien Loan: First-Out Attachment Ratio ≤ 6.00x AND Obligor LTM EBITDA < $25M - 65.00%

• Private Credit / First Lien Loan: First-Out Attachment Ratio between 6.00x and 7.00x AND Obligor LTM EBITDA between $25M and $100M - 40.00%

• First Lien Last-Out Loan - 55.00%

• Recurring Revenue Loan - up to 55.00% (administrative agent sole discretion)

• Second Lien Loan - 40.00%

Asset Category Definitions:

• Broadly Syndicated Loan: Large, liquid, broadly held senior secured term loan typical of the BSL market.

• Private Credit Loan: Middle-market, directly originated, illiquid first-lien loan — the Fund’s strategic focus.

• First Lien Last-Out Loan: Unitranche-style first-lien loan subject to a payment-priority intercreditor that subordinates it to a “first-out” tranche.

• Second Lien Loan: Subordinated lien, with explicit second-priority intercreditor protections in the LSA.

• Recurring Revenue Loan: First Lien Loan underwritten on Recurring Revenue (not EBITDA), with the Obligor in a high-growth industry, LTV ≤ 40%, trailing 12-month Recurring Revenue ≥ $25M, and Net Debt to Recurring Revenue ≤ 3.0x.

• Senior Secured Bond: Senior secured note-format obligation (Moody’s “B3” / S&P “B-” minimum, or the Obligor itself meeting that threshold).

Other Notable Mechanics:

• Reinvestment Period: During the 36-month reinvestment period, the borrower may borrow, repay, and re-borrow advances, subject to satisfaction of the borrowing base, minimum equity amount test, and collateral quality tests. Each funding notice must include a pro forma borrowing base certificate.

• Post-RPED Amortization: Following the reinvestment period end date (RPED), all collections are applied first to operating priorities and then pro rata to repay advances outstanding until paid in full. The lenders are not obligated to make new advances after the RPED.

• Borrower Interest Coverage Ratio: Interest waterfall mechanic — during the reinvestment period, principal collections may flow to the interest collection account in an amount necessary to cause the borrower interest coverage ratio to be at least 120%.

• Revaluation Events: Extensive loan-level credit-event triggers that knock loans out of the borrowing base or trigger mark-downs, including Obligor payment default (5 BD cure period), insolvency event, material modification not approved by RBC, obligor cash interest coverage ratio < 1.50x AND ≤ 80% of original, net senior leverage ratio > 1.00x higher than original, failure to deliver financial statements within 30 days of due date, cash interest rate < Benchmark + 2.25%, broadly syndicated daily market value 10% below initial purchase price, and recurring revenue declines or LTM RR falling below $25M.

Covenants:

• Maintenance Covenant: Positive tangible net worth at all times (no quantitative threshold disclosed in 8-K narrative; standard fund-finance maintenance test).

• Borrowing Base Test: advances outstanding may not exceed the borrowing base on any date of determination. Any borrowing base deficiency triggers a mandatory paydown — the next dollar of interest collections and principal collections (after senior priorities) is applied to the advances outstanding until the Deficiency is reduced to zero.

• Minimum Equity Amount Test: First-loss equity in the SPV must satisfy the required equity investment formula at all times - tested as a condition to each advance.

• Collateral Quality Tests: Pro forma compliance required as a condition to each advance; collateral quality test definition, which typically includes weighted average coupon / spread, weighted average life, weighted average advance rate, and concentration limits by industry, single obligor, and asset category.

• Borrower Interest Coverage Ratio: During the reinvestment period, the waterfall directs principal collections to the interest collection account in an amount necessary to keep the borrower interest coverage ratio at or above 120% - functionally a soft covenant manifested as a waterfall mechanic.

Disclosed Fees:

• Non-usage Fee:

  • (i) None for the first 9 months after Closing Date;

  • (ii) From the 9-month anniversary to RPED: a daily-pricing waterfall calculated as (1/360) × applicable rate × (target utilization shortfall), where applicable rate is

    • 1.25% when advances outstanding < 50% of facility amount,

    • 0.75% when advances outstanding ≥ 50% but < 75%, and

    • 0.00% when advances outstanding ≥ 75%;

  • (iii) No non-usage fee from RPED to termination date

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In April 2026, Emergent BioSolutions Inc. a specialty biopharmaceutical and biodefense company in the middle of a multi-year turnaround, closed a coordinated refinancing of its non-revolver debt stack. A new $150 million senior secured Term Loan from OrbiMed Royalty & Credit Opportunities V, LP was used to retire all amounts outstanding under the company’s August 2024 term loan with Oak Hill Advisors, with management citing a 200 basis point annual reduction in interest expense relative to the prior facility. Concurrently, Emergent and Wells Fargo executed Amendment No. 1 to the September 2024 ABL credit agreement, right-sizing the revolving commitment from $100 million to $50 million and pushing maturity out to match the new term loan.

👓At a Glance

Origination Date: April 16, 2026

Borrower: Emergent BioSolutions, Inc.

Term Loan Lender: OrbiMed Royalty & Credit Opportunities

• Term Loan - $150 million initial term loan; $75 million delayed draw term loan

• Uncommitted incremental facility equal to greater of i) $200 million or ii) 80% of trailing four-quarter consolidated EBITDA, plus additional leverage-based capacity

ABL Lender: Wells Fargo Bank

• ABL Loan - $50 million

Use of Proceeds: Repay and terminate the August 30, 2024 Oak Hill Advisors term loan facility; finance permitted acquisitions and growth capex

Source: SEC 8-K

📷Borrower Snapshot

Sector: Healthcare

Subsector: Biotechnology

Commercial Stage: Revenue Generating; LTM EBITDA +

Business Overview: Emergent BioSolutions is a Gaithersburg, Maryland–based specialty biopharmaceutical company focused on developing, manufacturing, and commercializing medical countermeasures and other products that protect against public health threats, with a 25-plus year operating history. Its commercial portfolio includes products targeting smallpox, mpox, botulism, Ebola, anthrax, and opioid overdose emergencies (most prominently the over-the-counter naloxone nasal spray franchise).

⚙️Structure & Terms

Source: SEC 8-K

Term Loan Agreement

Structure:

• Initial Term Loan - $150 million; drawn in full at close

• Delayed Draw Term Loan - $75 million; 24 month availability post-closing

  • DDTL Draw Condition - consolidated secured leverage ratio not to exceed 1.75:1.00

• Uncommitted Incremental Term Loan - Greater of $200 million or 80% of trailing four-quarter consolidated EBITDA, plus additional leverage-based capacity

Maturity:

• Earliest of (i) April 16, 2031, (ii) acceleration upon Event of Default, and (iii) 91 days prior to the scheduled maturity of the 3.875% senior unsecured notes due 2028 - but only if the aggregate principal amount of notes outstanding at such date exceeds $75 million and the company does not have liquidity equal to $75 million plus the amount necessary to repay the notes in full

Repayment: Bullet at maturity; no scheduled amortization

• 50% excess cash flow sweep (commencing with fiscal year 2027); with step-downs based on the company’s consolidated total leverage ratio

Collateral: First-priority security interest and lien on term loan priority collateral; second-priority security interest and lien on ABL priority collateral (split-lien intercreditor with the Wells Fargo ABL)

Rate: Term SOFR + 6.25% per annum, subject to a Term SOFR floor of 3.00% (resulting in an effective interest rate floor of 9.25%)

Disclosed Fees:

• Undrawn Fee - 1.00% per annum on the undrawn portion of the Delayed Draw Term Loan, payable quarterly during the 24-month availability period

• Make-whole - 3% plus present value of each interest payment through prepayment event and 2 year anniversary of closing; 3% from 2nd to 3rd anniversary; 2% from 3rd through 4th anniversary; par thereafter

Financial Covenant:

• Consolidated Total Leverage Ratio: Not to exceed 5.25:1.00, tested every fiscal quarter commencing with the fiscal quarter ending September 30, 2026

ABL Credit Agreement Amendment

Original Agreement: Credit Agreement dated September 30, 2024

Amendment: Amendment No. 1 to Credit Agreement, dated April 16, 2026

Post-Amendment Commitment: $50 million revolving loan commitment, with a customary letter of credit sublimit

Maturity: Earliest of (a) April 16, 2031, (b) 91 days prior to the scheduled maturity of the OrbiMed term loan, (c) 91 days prior to the scheduled maturity of the 3.875% senior unsecured notes due 2028

Collateral Position: First-priority lien on ABL priority collateral; second-priority lien on term loan priority collateral

Borrowing Base - Multi-Jurisdictional:

• The facility includes separate U.S., Canadian, and Irish borrowing base components, each with its own eligibility criteria and advance rates and aggregating into the global borrowing base.

Pricing Grid: Tied to consolidated total leverage ratio

• Level I - consolidated total leverage < 4.00:1.00; base rate margin = 0.75%; Term SOFR margin = 1.75%

• Level II - consolidated total leverage ≥ 4.00:1.00; base rate margin =1.25%; Term SOFR margin = 2.25%

Cash Dominion: Customary cash dominion mechanics - deposit accounts of the loan parties are subject to springing lender control. Upon an “application event” — defined to include (a) excess availability falling below a (redacted) threshold for a specified number of consecutive business days and (b) the occurrence and continuation of an event of default — collected funds are swept daily to the agent’s account and applied to outstanding obligations.

Financial Covenants:

• Fixed Charge Coverage Ratio: Springing maintenance covenant; tested only when excess availability falls below a specified threshold (threshold redacted) for a defined number of consecutive business days and continuing until excess availability is restored above the threshold for a specified period

• Minimum Liquidity / Consolidated Total Leverage Ratio: Liquidity floor / leverage ceiling covenant package (specific numerical thresholds redacted)

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

We start with Charles’s foundation at Union Bank, where learning to underwrite real businesses created an early framework for thinking about risk. From there, we move into his time with MUFG in Singapore, where he navigated cross-border lending, large multinational clients, and the realities of operating inside a global bank.

The conversation then shifts to Silicon Valley Bank, where Charles transitioned from the deal side into the credit seat—offering a candid perspective on what actually changes when you’re the one making the decision.

We spend time unpacking how credit gets structured in practice, how institutional incentives shape outcomes, and why collaboration between deal teams and credit is often the difference between getting a deal done—or not.

We close with one of the more practical takeaways from the episode: Charles’s “User Guide,” a simple but effective framework for how he approaches communication, expectations, and decision-making as a credit officer.

If you’re building a career in banking—or just want a clearer view into how credit decisions actually get made—this is a worthwhile listen.

In March 2026, Hyperfine, Inc. entered into a loan and security agreement with Horizon Technology Finance Corporation, providing a senior secured multi-tranche term loan facility of up to $40 million. Hyperfine drew $15 million at closing across three tranches, with the remaining $25 million available in five additional tranches of $5 million each through December 31, 2027, subject to conditions including a debt-to-annualized-revenue covenant. The facility carries a 48-month interest-only period that is extendable through maturity if Hyperfine hits a defined FY2027 revenue milestone.

👓At a Glance

Origination Date: March 18, 2026

Borrower: Hyperfine, Inc.

Lender: Horizon Technology Finance Corporation

Deal Size: Up to $40 million

Structure: Senior secured multi-tranche growth capital term loan

Rate: Prime + 4.25%; prime floor of 6.50%; minimum rate of 10.75%

Term: ~60 months

Use of Proceeds: Working capital and general corporate purposes

Source: SEC 8-K

📷Borrower Snapshot

Sector: Health Care

Subsector: Health Care Equipment & Supplies

Ownership: Public (Nasdaq: HYPR)

Commercial Stage: Revenue Generating; LTM EBITDA (-)

Business Overview: Hyperfine, Inc. is a medical device company and the maker of the Swoop® Portable MR Imaging System, the first FDA-cleared, AI-powered portable brain MRI system. Unlike conventional MRI, which requires shielded suites, high-cost infrastructure, and specialized personnel, the Swoop system operates at ultra-low field strength (0.064T) and is designed to be deployed at the point of care - bedside in ICUs, emergency departments, neurology offices, and community settings globally. The company’s proprietary Optive AI software, with 12 cumulative FDA AI-enabled clearances, enhances image quality through deep learning–based reconstruction, enabling clinical-grade imaging at significantly lower field strengths. Hyperfine has built an installed base of over 200 systems globally, generated approximately 250,000 images, and is actively expanding across three commercial verticals: hospital, office-based neurology, and international markets. The company holds approximately 200 issued patents and has reimbursement in place in the United States under existing CPT codes in both hospital and office settings.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: Up to $40 million across 8 tranches of $5 million each

• Funded at Close: $15 million (loans A-C)

• Remaining Availability: $25 million (loans D-H), available through December 31, 2027

  As a condition to drawing any tranche after the closing date, total indebtedness to annualized revenue (on a consolidated basis) may not exceed 1.00:1.00 immediately after giving effect to the draw

Maturity: March 18, 2031

Collateral: Substantially all assets of Borrower and Guarantors; Intellectual Property excluded from collateral at closing but automatically included upon funding of first additional tranche after closing

Rate: Prime + 4.25%; prime floor of 6.50%; minimum rate of 10.75%

I/O Period: 48 months - extendable through Maturity if 2027 consolidated revenue equals or exceeds undisclosed threshold

Fees:

• Commitment Fee: 1% of total facility or $400k

• Final Payment: 5.0% of the aggregate original principal amount of Term Loans disbursed, due at payoff or maturity

• Prepayment: 3.0% if prepaid on or before 2nd anniversary of closing; 2.0% if prepaid after 2nd and on or before 4th anniversary; 1.0% if prepaid after the 4th anniversary

Warrants:

• 4.5% warrant coverage on initial funding

• Up to an additional 2.5% warrant coverage on additional tranches (if funded)

Financial Covenant:

• Min. Revenue Growth

• Min. Cash

Actual negotiated covenant thresholds are redacted in the loan agreement

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

On March, Turn Therapeutics Inc. (Nasdaq: TTRX) closed a growth capital term loan of up to $25.0 million with Avenue Venture Opportunities Fund II, L.P., a venture lending fund affiliated with Avenue Capital Group. The facility is structured in three tranches- an initial $7.0 million funded at closing, an $8.0 million second tranche conditioned on specified clinical and fundraising milestones, and a discretionary $10.0 million third tranche requiring advanced clinical progress and lender investment committee approval. The company indicated that the initial tranche is expected to extend its runway through a mid-year Phase 2 readout in moderate-to-severe atopic dermatitis, with proceeds from the full facility expected to extend the runway through the end of 2027. The agreement contains no minimum cash requirement or other traditional financial covenant; lender protection is built entirely into the milestone-gated tranche structure. Avenue received a $1.2 million equity grant at closing, a principal conversion option at a 20% discount to market, and a participation right in future equity rounds.

👓At a Glance

Origination Date: March 23, 2026

Borrower: Turn Therapeutics, Inc.

Lender: Avenue Capital Opportunities Fund II

Deal Size: $25 million

Structure: Multi-tranche growth capital term loan

Rate: Greater of (i) Prime Rate + 5.50% or (ii) 12.25% per annum (variable with floor)

Term: ~42 months

Use of Proceeds: Extend runway through mid-year Phase 2 atopic dermatitis readout and support preparation for registrational trials; full facility expected to extend runway through end of 2027

Source: SEC 8-K

📷Borrower Snapshot

Sector: Healthcare

Subsector: Pharmaceuticals

Ownership: Public (Nasdaq: TTRX)

Commercial Stage: Pre-revenue

Business Overview: Turn Therapeutics Inc. (corporate entity: Global Health Solutions Inc. dba Turn Therapeutics) is a clinical-stage dermatology company developing novel therapies for inflammatory skin diseases. Its lead compound, GX-03, is in active development for two indications: moderate-to-severe atopic dermatitis, where a Phase 2 trial is ongoing with a mid-year 2026 readout anticipated, and onychomycosis, where encouraging data from independent investigator-sponsored studies has supported advancement into Phase 3.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: Up to $25.0 million

• Tranche 1: $7.0 million funded at close

• Tranche 2: up to $8.0 million

• Discretionary Tranche 3: up to $10.0 million

Maturity: October 1, 2029

Collateral: First priority lien on all assets, including intellectual property

Rate: Greater of (i) Prime Rate + 5.50% or (ii) 12.25% per annum; variable rate calculated on a 360-day year basis

Fees:

• Commitment fee: 1.00% of total commitment ($150,000; $50,000 of which was previously paid as an advance deposit)

• Final payment: 3.75% of aggregate funded loan amount, due at maturity or upon full prepayment

• Prepayment fee: 3.0% of outstanding principal if prepaid in year 1; 2.0% in year 2; 1.0% after year 2

Equity Features:

• Equity Grant: $1.2 million of common stock issued to lender at closing, calculated at the 5-day VWAP of TTRX common stock preceding the closing date

• Conversion Option: Lender may convert up to $2.0 million of outstanding principal into TTRX common stock at a 20% discount to the closing price of the common stock on the date of exercise; the maximum principal amount eligible for conversion increases to $3.0 million if and when Tranche 2 is funded

• Participation Right: Lender may invest up to $1.0 million in future equity financings on the same terms offered to other investors (excluding existing shelf registration statements and ATM transactions)

Financial Covenants:

• None

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In March 2026, Solaris Energy Infrastructure, LLC — the operating subsidiary of publicly traded Solaris Energy Infrastructure, Inc. (NYSE: SEI) — closed a $300 million senior secured 364-day term loan arranged by Goldman Sachs Bank USA and Banco Santander, S.A., New York Branch. Proceeds were used to retire the company's existing Bank of America ABL facility, fund the concurrent acquisition of Genco Power Solutions, and provide working capital as the company executes an aggressive capacity expansion targeting approximately 3,100 MW of total power generation by end of 2029.

👓At a Glance

Origination Date: March 16, 2026

Borrower: Solaris Energy Infrastructure, LLC (OpCo); Solaris Energy Infrastructure, Inc. (Parent / Guarantor)

Lender: Goldman Sachs Bank USA (Administrative Agent & Collateral Agent); Banco Santander, S.A., New York Branch (Joint Lead Arranger & Joint Bookrunner)

Deal Size: $300 million

Structure: Senior Secured Term Loan (364-day, bullet)

Rate: Term SOFR + 3.00% or Base Rate + 2.00% (0.00% floor)

Term: 364 days

Use of Proceeds: Refinance Bank of America ABL facility; fund Genco Power Solutions acquisition; fees and general corporate / working capital purposes

Source: Press Release

📷Borrower Snapshot

Sector: Energy

Subsector: Energy Equipment and Services

Ownership: Public - NYSE: SEI

Commercial Stage: Revenue Generating; LTM EBITDA +

Business Overview: Solaris Energy Infrastructure, Inc. is a Houston-based power generation and distribution company that delivers mobile, natural gas-fueled turbine capacity, power distribution equipment, and logistics services to data center operators, energy companies, and commercial and industrial customers. The company's core value proposition is the ability to deploy large-scale power generation capacity rapidly — addressing supply-demand imbalances that traditional utility infrastructure cannot solve on short timelines. On March 16, 2026, Solaris closed two concurrent transactions adding approximately 900 MW of incremental capacity: the acquisition of Genco Power Solutions (approximately 400 MW of distributed capacity) and the assumption of 30 turbine delivery slots from Colusa Power Infrastructure Partners / Baker Hughes (approximately 500 MW). Upon full delivery, the company expects to operate approximately 3,100 MW of total power generation capacity by the end of 2029, up from its current approximately 2,200 MW base.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $300 million (single tranche, fully funded at close)

Maturity: March 15, 2027

Collateral: First priority lien on substantially all assets of Borrower and subsidiaries; Parent (SEI, Inc.) and all material subsidiaries are co-obligors

Rate: Term SOFR + 3.00% or Base Rate + 2.00%; floor of 0.00%

Repayment: Bullet at Maturity

Fees:

• Duration fee: 0.50% of outstanding principal at day 90 post-close

• Duration fee: 0.75% of outstanding principal at day 180 post-close

• Duration fee: 1.00% of outstanding principal at day 270 post-close

• Additional fees per fee letter (not disclosed)

Financial Covenant:

• Interest Coverage Ratio: Minimum 3.00x (EBITDA / interest expense), tested quarterly beginning Q2 2026 (fiscal quarter ending June 30, 2026)

• Total Leverage Ratio: Maximum 5.25x (net debt / EBITDA), tested quarterly beginning Q2 2026; upon consummation of the Genco Acquisition, ratio is increased by 0.25x (to 5.50x) for the four fiscal quarters immediately following closing

• Secured Leverage Ratio: Maximum 3.50x (net secured debt / EBITDA), tested quarterly beginning Q2 2026

• Minimum Unrestricted Cash: Not less than $50 million at all times

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In March 2026, Quest Resource Holding Corporation and its operating subsidiaries closed a new $40 million asset-based revolving credit facility with Texas Capital Bank, replacing an existing ABL with PNC Bank (successor to BBVA USA) that had been in place since August 2020. The new facility is formula-driven against eligible accounts receivable, priced at Term SOFR plus a margin ranging from 1.75% to 2.75% depending on leverage, and matures December 30, 2029. Simultaneously, Quest’s existing Monroe Capital term loan was amended for the eighth time to modify financial covenants.

👓At a Glance

Origination Date: March 12, 2026

Borrower: Quest Resource Management Group, LLC and Quest Equipment, LLC

Lender: Texas Capital Bank

Deal Size: $40 million; $3.5 million L/C sublimit; $10 million uncommitted accordion

Structure: Asset-based revolving credit facility (formula-based, accounts receivable)

Rate: Term SOFR + Applicable Margin (initially 2.50%; thereafter 1.75%–2.75% based on Senior Net Leverage Ratio)

Term: ~44 months

Use of Proceeds: Working capital and general corporate purposes; refinancing of PNC Bank ABL facility

Source: Press Release

📷Borrower Snapshot

Sector: Industrials

Subsector: Commercial Services & Supplies

Ownership: Public (NASDAQ - QRHC)

Commercial Stage: Revenue generating; LTM EBITDA (+)

Business Overview: Quest Resource Holding Corporation is a provider of environmental and sustainability managed services to mid-size and large enterprises across North America. The company acts as an outsourced sustainability partner, managing vendor relationships and program execution across waste diversion, recycling, regulated material handling, and other environmental compliance services. Quest earns revenue through service contracts and vendor management fees, and its accounts receivable base spans a diverse mix of corporate customers including investment-grade counterparties.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $40 million ABL Revolver (w/ $3.5 million sublimit for L/Cs)

Maturity: December 30, 2029

Collateral: First priority lien on substantially all tangible and intangible personal property of the Borrowers (ABL Priority Collateral), plus first priority pledge of capital stock and membership interests of direct and indirect subsidiaries by Guarantors; subject to Intercreditor Agreement with Monroe Capital as Term Loan Agent

Borrowing Formula:

• 90% of Eligible Accounts owing by Investment Grade Account Debtors

• 85% of Eligible Accounts owing by Non-Investment Grade Account Debtors

Rate: Term SOFR + Applicable Margin; initial Applicable Margin of 2.50% through delivery of Q2 2026 compliance certificate, then adjusted per leverage grid (see below)

| Pricing Level | Senior Net Leverage Ratio | Term SOFR Margin |

| 1 | < 2.25x | 1.75% |

| 2 | ≥ 2.25x but < 3.00x | 2.00% |

| 3 | ≥ 3.00x but < 3.75x | 2.25% |

| 4 | ≥ 3.75x but < 4.50x | 2.50% |

| 5 | ≥ 4.50x | 2.75% |

Fees:

- Unused facility fee: 0.375% per annum on the daily average unused Commitment, payable monthly in arrears

- Letter of Credit fees: equal to the Applicable Margin for Term SOFR Loans on the daily amount available to be drawn, payable monthly in arrears

- Fee letter: additional fees as set forth in the fee letter between Borrowers and Lender (**Not disclosed**)

- Default interest: Applicable Margin plus 2.00% per annum on overdue amounts

Financial Covenants:

1. Minimum Fixed Charge Coverage

   March 31, 2026 through June 30, 2027 | 1.00x |

   September 30, 2027 and December 31, 2027 | 1.05x |

   March 31, 2028 and thereafter | 1.10x |

2. Maximum Senior Net Leverage

   March 31, 2026 | 7.00x |

   June 30, 2026 and September 30, 2026 | 7.25x |

   December 31, 2026 | 7.00x |

   March 31, 2027 and June 30, 2027 | 6.50x |

   September 30, 2027 and December 31, 2027 | 6.00x |

   March 31, 2028 and June 30, 2028 | 5.00x |

   September 30, 2028 and December 31, 2028 | 4.50x |

   March 31, 2029 and June 30, 2029 | 4.00x |

   September 30, 2029 and thereafter | 3.50x |

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In January 2026, ALT5 Digital Holdings, Inc., a wholly-owned subsidiary of Nasdaq-listed ALT5 Sigma Corporation (ALTS), entered into a $15 million secured non-recourse term loan with World Liberty Financial LLC (”WLFI”) — the same entity that issued the tokens being pledged as collateral. The facility is secured by approximately $23 million in WLFI tokens owned by the borrower at a 65% loan-to-value ratio, creating a structure in which the lender simultaneously controls the collateral asset’s issuance and supply. Net proceeds of approximately $14.2 million will be used to fund a board-approved stock buyback, purchase additional WLFI tokens, and support general corporate purposes — with the token purchase element effectively recycling capital back into the lender’s own ecosystem.

👓At a Glance

Origination Date: January 29, 2026

Borrower: ALT5 Digital Holdings (wholly owned subsidiary of ALT5 Sigma Corporation

Lender: World Liberty Financial, LLC

Deal Size: $15 million

Structure: Secured non-recourse term loan

Rate: 4.50% per annum, fixed, paid annually in advance

Term: 24 months

Use of Proceeds: Stock Buyback Program; Purchase of additional WLFI tokens; General Corporate Purposes

Source: SEC 8-K

📷Borrower Snapshot

Sector: Financials

Subsector: Capital Markets

Ownership: Public (NASDAQ - ALTS)

Commercial Stage: Revenue generating; LTM EBITDA (-)

Business Overview: ALT5 Sigma Corporation is a Nasdaq-listed digital asset technology company focused on cryptocurrency infrastructure and digital asset financial services. The company holds a significant position in WLFI (World Liberty Financial) tokens — approximately 7.3 billion tokens as of the filing date — representing a core strategic asset on its balance sheet. ALT5 Sigma operates through subsidiaries including ALT5 Digital Holdings, Inc., the direct borrower under this facility. The company’s strategic focus appears oriented toward digital asset accumulation, treasury management, and leveraging its WLFI holdings.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $15 million (single tranche, fully drawn at close)

Maturity: January 29, 2028

Collateral: WLFI tokens (digital assets); legal title and custody transfer to lender’s custodial account; approximately $23 million in free-trading, unrestricted WLFI tokens pledged for a $15 million loan

• LTV - 65% of pledged collateral value

Rate: 4.50% per annum, simple interest (365-day basis), paid annually in advance

Interest Only Period: 24 months (bullet structure - no amortization)

Fees: None other then lender out of pocket expenses

Prepayment: Permitted at any time; no penalty; pre-paid interest pro-rated and credited to borrower at payoff

Other Conditions:

• LTV-based Margin Call - Triggered when the collateral value for a given loan tranche falls to 65% of the value established at closing. Upon a margin call, the borrower must top up the collateral within 4 calendar days, in WLFI tokens, cash (USD), USD1, USDC, or USDT

• Top-up Requirement - Borrower must restore collateral to 100% of the original closing value

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In January 2026, AVITA Medical entered into a new multi-year credit relationship with Perceptive Credit Holdings, transitioning from its prior lender, Orbimed Advisors. Orbimed and AVITA had as recently as September 30, 2025 entered into a Fifth Amendment and Waiver related to principal payments triggered by underperformance to previously established revenue targets. It is highly likely that AVITA was in the market to establish a new relationship to defer forthcoming principal payments and to reset the relationship with a new partner.

👓At a Glance

Origination Date: January 13, 2026

Borrower: AVITA Medical, Inc.

Lender: Perceptive Credit Holdings V, L.P.

Deal Size: $60 million

Structure: Multi-tranche, multi-year interest only period, multi-covenant structured term loan

Rate: Variable, greater of SOFR rate or 4.00%, plus 7.50%

Term: 60 months

Use of Proceeds: Refinance existing lender

Source: Press Release

📷Borrower Snapshot

Sector: Healthcare

Subsector: Biotechnology

Ownership: Public (NASDAQ - RCEL) ~$150 million market cap at time of refinance

Commercial Stage: Revenue generating; LTM EBITDA (-)

Business Overview: AVITA Medical is a commercial-stage regenerative medicine company focused on skin restoration technologies. Its flagship product, the RECELL® System, is an FDA-approved, point-of-care device that enables clinicians to create a spray-on suspension of a patient’s own skin cells for the treatment of acute burns and full-thickness skin defects. The technology reduces the amount of donor skin required and can accelerate healing, positioning the company within specialized burn centers and reconstructive surgery settings. AVITA generates revenue primarily through the sale of single-use procedural kits, with growth driven by expanding clinical adoption, additional indications, and reimbursement coverage.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $60 million

• $50 million Tranche A fully funded at close

• $10 million Tranche B

  • Contingent on achieving at least $85 million in LTM revenue

  • Draw period terminates March 31, 2027

Maturity: January 13, 2031

Collateral: First priority security interest in all assets of borrower and guarantor subsidiaries

Rate: Variable, greater of SOFR rate or 4.00%, plus 7.50%

Fees:

• Closing Fee - included in undisclosed Fee Letter

• Prepayment Premium - 1% to 10% depending on time of prepayment

• Exit Fee - 5% of aggregate principal amount borrowed

Warrants:

• 500,000 shares at close

• 150,000 additional shares if Tranche B is funded

• Exercise price is lower of 10 - day VWAP prior to close, or 10-day VWAP prior to issuance

Financial Covenants:

• Minimum Liquidity - $5 million

• Minimum Net Revenue - See Credit Agreement for LTM Revenue Thresholds

  • Initial threshold - $68.5 million

  • December 31, 2030 threshold - $140.0 million

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In March 2025, Intuitive Machines closed a new $40 million revolving credit facility with Stifel Bank, providing the company with a more flexible and lower cost source of funding.

UPDATE - In January 2026, in conjunction with the borrower’s acquisition of Lanteris Space Holdings, Intuitive Machines and Stifel agreed to suspend covenant testing and freeze the line (no outstanding balances at time of announcement) until Stifel decides in its sole discretion to terminate the line freeze.

👓At a Glance

Borrower: Intuitive Machines, Inc. and subsidiary borrower, Intuitive Machines, LLC

Lender: Stifel Bank

Deal Size: $40 million

Structure: Non-formula revolving loan

Rate: Variable, Greater of a) Term SOFR + 2.75%, and b) 6.00%

Term: 26 months

Use of Proceeds: Growth initiatives, working capital, general corporate purposes

Source: SEC 8-K

📷Borrower Snapshot

Sector: Industrials

Subsector: Aerospace & Defense

Ownership: Public NASDAQ - LUNR

Commercial Stage: Revenue generating, LTM EBITDA (-)

Business Overview: Intuitive Machines, Inc. is an aerospace company focused on delivering space access and infrastructure solutions, with particular emphasis on lunar missions and beyond. Its offerings include lunar lander services, spacecraft systems, and data communications solutions that support scientific, commercial, and government customers. The company operates under contracts such as NASA’s Commercial Lunar Payload Services program and is expanding its capabilities through strategic partnerships and acquisitions to serve broader orbital and space systems markets. Intuitive Machines aims to lower the cost of access to lunar and cislunar environments while building recurring revenue streams from mission services and space data infrastructure.

⚙️Structure & Terms

Source: SEC 8-K

Commitment:

• $40 million

Borrowing Formula:

• N/A

Maturity: April 30, 2027

Collateral: First priority all asset lien

Rate: Variable, Greater of a) Term SOFR + 2.75%, and b) 6.00%

Fees:

• Final Payment - $240k due at maturity or line termination

Financial Covenants:

• Maintain majority (70%) of depository accounts, operating accounts, cash equivalents, and excess cash with Stifel Bank

• Min. Revenue - 80% Performance to Plan

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

Drawing on more than 16 years inside the venture banking ecosystem, Marshall unpacks why venture debt is ultimately a relationship business—and why the choice of lending partner often matters more than headline pricing or structure. The discussion weaves through real-world case studies from Marshall’s career, including Twitch/Justin.tv, Airbnb, and Clearco, highlighting both successful outcomes and hard-earned lessons when incentives, timing, or expectations fall out of alignment.

The conversation also explores how lenders evaluate risk, the often-misunderstood role of warrants and so-called “non-dilutive” capital, and what founders and CFOs should realistically expect from the debt process—from preparation and documentation to credit committee dynamics. Marshall and Derek reflect on the culture and institutional knowledge that shaped venture lending during the SVB era, as well as how today’s more fragmented lending landscape has changed borrower decision-making.

This episode is particularly relevant for founders, CFOs, board members, and lenders seeking a candid, experience-driven view of venture debt—not as a theoretical product, but as a long-term relationship that can either support growth or amplify risk depending on how it is used.

In December 2025, CPI Aerostructures entered into a new multi-year credit relationship with Western Alliance Bank, transitioning from its prior lender, BankUnited, where the relationship had come under pressure due to defaults and repeated covenant waivers. Lender fatigue and a tightening credit posture ultimately created an opening for Western Alliance to evaluate the business with fresh eyes and structure a new facility offering increased capacity and enhanced flexibility.

👓At a Glance

Borrower: CPI Aerostructures

Lender: Western Alliance Bank

Aggregate Commitment: $20 million

Rate: Variable grid pricing tied to funded leverage

Term: ~60 months

Use of Proceeds: Refinance existing revolving facility which was stepping down and set to mature in November 2026.

Source: SEC 8-K

📷Borrower Snapshot

Sector: Industrials

Subsector: Aerospace & Defense

Ownership: Public (NYSE - CVU); $57.7 million market cap as of Jan. 9, 2026

Commercial Stage: Revenue generating; LTM EBITDA +

Business Overview: CPI Aerostructures specializes in the integration of aerosystems and the structural assembly of aerostructures for fixed wing aircraft, helicopters and airborne Intelligence Surveillance and Reconnaissance (ISR) and Electronic Warfare (EW) pod systems primarily in the U.S. defense market and also the commercial aerospace market.

In addition to its assembly operations, CPI Aero provides engineering, program management, supply chain management, and MRO services. Among the key national security programs that CPI Aero supplies are the E-2D Advanced Hawkeye surveillance aircraft, the F-35 Lightening II fighter jet, F-16V Falcon jet, B-52 Bomber aircraft, T-38 Trainer aircraft, A-10 Thunderbolt attack jet, the UH-60 BLACK HAWK® helicopter, the MH-53/CH-53 variant helicopters, the MH-60S mine countermeasure helicopter, the AH-1Z ZULU attack helicopter, the Next Generation Jammer-Mid Band Electronic Warfare pod, and the MS-110 and Tactical Synthetic Aperture Radar (TacSAR) reconnaissance pods, and the ALMDS mine detection pod. In the commercial aviation market CPI Aero manufactures products for the Gulfstream G650/G700 ultra-large cabin business jet, the Embraer Phenom 300 business jet, and the S-92® helicopter.

⚙️Structure & Terms

Source: SEC 8-K

Structure:

• $10 million non-formula revolver

• $10 million term loan

  • term loan amortizes each quarter

    • $187.5k in 2026

    • $250.0k in 2027

    • $437.5k in 2028

    • $687.5k in 2029

    • $750.0k in 2030 plus remaining amount at Maturity

• Maturity: December 12, 2030

Collateral: First priority security interest in all assets of borrower and guarantor subsidiaries (Welding Metallurgy Inc. and Compac Development Corporation)

Rate: Variable tied to funded leverage

• when funded leverage is equal to or below 3.00:1.00 - 1 Month SOFR + 2.50%

• when funded leverage is greater than 3.00:1.00 - 1 Month SOFR + 3.00%

Fees:

• $100k closing fee

• 0.40% unused commitment fee

Financial Covenant:

• Consolidated Fixed Charge Coverage >1.25x measured quarterly

• Funded Leverage Ratio

  • Close to December 31, 2026 - less than or equal to 3.75:1.00

  • January 1, 2027 to Maturity - less than or equal to 3.50: 1.00

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In May ‘25, Neumora Therapeutics entered into a four-year, $125 million structured debt facility with K2 HealthVentures, providing flexible, non-dilutive capital to support its advancing CNS pipeline. Terms include long (and extendable) 36-month interest only period, a principal to equity conversation option, and a $5 million right to invest.

👓At a Glance

Origination Date: May 9, 2025

Borrower: Neumora Therapeutics, Inc.

Lender: K2 HealthVentures, LLC

Deal Size: $125 million

Structure: Multi-tranche term loan

Rate: Variable, greater of 10.45% and Prime + 2.95%

Term: ~48 months, extendable to ~60 upon occurrence of extension event

Use of Proceeds: Bolster balance sheet liquidity; General corporate purposes

Source: Press Release

📷Borrower Snapshot

Sector: Health Care

Subsector: Pharmaceuticals

Ownership: Public (NASDAQ:NMRA)

Commercial Stage: Pre-revenue; EBITDA (-)

Business Overview: Neumora Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on developing precision medicines for central nervous system (CNS) and brain diseases, addressing high unmet needs in both neuropsychiatric and neurodegenerative disorders. Founded in 2019 and headquartered in Watertown, Massachusetts, Neumora employs a data-driven precision neuroscience platform to identify novel mechanisms of action and target specific patient populations, integrating translational, clinical, and computational tools to inform development strategy.

The company’s pipeline comprises seven programs spanning clinical and preclinical stages, with lead candidates including navacaprant, a selective kappa opioid receptor antagonist in Phase 3 development for major depressive disorder, and NMRA-511, advancing in early clinical studies for agitation associated with Alzheimer’s disease. Other programs target indications such as schizophrenia, Parkinson’s disease, and amyotrophic lateral sclerosis through differentiated mechanisms.

⚙️Structure & Terms

Source: SEC 10-Q

Commitment: $125 million

• Tranche 1 - $40 million ($20 million funded at close)

• Tranche 2 - $20 million

  • subject to undisclosed clinical milestone and a financial milestone, as described below

    • raise at least $175 million from i) equity security sales, and/or ii) from upfront or milestone related payment from business development efforts so long as at least $150 million is received from the sale of equity securities

• Tranche 3 - $15 million

  • subject to undisclosed clinical milestone

• Tranche 4 - $50 million (subject to lender approval)

Repayment: 36 months I/O unless 2nd tranche is funded, then extendable to 48 months I/O; 12 month amortization

Principal Conversion Option: Structure includes provision that allows Lender to convert up to $10 million of principal amount into shares of the Borrower’s stock

Maturity: May 1, 2028 extendable to May 1, 2029

Collateral: Senior secured all asset lien, excluding IP

Rate: Variable, greater of 10.45% and Prime + 2.95%

Fees:

• $1.7 million of debt issuance costs including a facility fee of $800k

• Others fees were contained in an undisclosed fee letter

Financial Covenant:

• Min Remaining Months Liquidity

  • 4 months RML (commencing from Jan 1 ‘26 through earlier of achievement of Second Tranche Milestone or Sept 30 ‘26)

    • If Second Tranche Milestone is unlikely to be achieved, then Borrower required to maintain a liquidity amount (x % of total senior debt) tied to its current market capitalization

• Min Cash

  • If Second Tranche Milestone is achieved by Sept 30 ‘26 - liquidity must be greater than / equal to 50% of senior debt; waived if market capitalization is over a certain threshold

    • If Second Tranche Milestone isn’t achieved by Sept 30 ‘26, then Borrower required to maintain a liquidity amount (x % of total senior debt) tied to its current market capitalization

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In August 2025, Lulu’s Fashion Lounge Holdings closed a new $20 million asset-based revolving credit facility with White Oak Commercial Finance, providing the company with a more flexible and liquidity-friendly capital structure as it executes on its strategic growth priorities. The 2025 Credit Agreement also includes a $5 million uncommitted accordion and a $1 million LC sublimit, giving Lulu’s incremental borrowing capacity as working-capital needs evolve. The facility carries a three-year term, maturing August 14, 2028.

At closing, Lulu’s used proceeds to retire roughly $6 million outstanding under its prior Bank of America credit agreement and now carries $10 million drawn on the new revolver. The move toward a non-bank ABL provider underscores the company’s emphasis on enhanced liquidity, operational headroom, and covenant flexibility.

👓At a Glance

Borrower: Lulu’s Fashion Lounge

Lender: White Oak Commercial Finance

Deal Size: $20 million with $5 million uncommitted accordion

Structure: Asset based revolving loan

Rate: Variable, 30-day SOFR + 3.95%

Term: 36 months

Use of Proceeds: Repay outstanding revolver and support general corporate purposes

Source: Press Release

📷Borrower Snapshot

Sector: Consumer Discretionary

Subsector: Specialty Retail

Ownership: Public NASDAQ - LVLU

Commercial Stage: Revenue generating, LTM EBITDA (-)

Business Overview: Lulu’s Fashion Lounge is a digitally native, women’s apparel brand offering “attainable luxury” across dresses, occasion wear, and everyday fashion. The company operates a data-driven, test-and-scale merchandising model that enables rapid product iteration, efficient inventory turns, and strong gross margins relative to traditional retail peers. While Lulu’s sells predominantly through its e-commerce platform, it has expanded into select wholesale and marketplace channels to broaden reach and diversify revenue. The business targets fashion-forward consumers seeking premium aesthetics at accessible price points, supported by a loyal customer base and a significant social media presence.

⚙️Structure & Terms

Source: SEC 8-K

Commitment:

• $20 million

• $5 million uncommitted accordion

Borrowing Formula:

• 90% of Eligible Card Receivables

• 90% of Eligible Wholesale Accounts

• 85% of Eligible Inventory (based on most recent appraisal)

*Structure includes a Increased Inventory Availability Period which permits additional inventory based borrowings up to lesser of $1.750 million and 5% of NOLV of eligible inventory

Maturity: August 14, 2028

Collateral: First priority all asset lien

Rate: Variable, 30-day SOFR +3.95%

Fees:

• Commitment Fee - disclosed in fee letter

• Make-whole Fee (prepayment fee) 3% of revolver commitments if terminated 1st anniversary, 2% if terminated in months 13-24, 1% if terminated thereafter

• Unused Line Fee - 0.50%

• Monthly Collateral Monitoring Fee - $5k

• Increased Inventory Availability Fee - $25k

Financial Covenant:

• Min. Excess Revolver Availability - greater of (i) $4 million, and (ii) 20% of the revolver commitment

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In November 2025, Myomo, Inc. entered into a term-loan agreement with Avenue Capital, Inc. for up to $17.5 million, of which $12.5 million was funded at close. The nearly four-year facility matures in 2029 and features a 18-month interest-only period (extendable by 6 months), followed by principal + interest amortization. The loan is secured by substantially all of Myomo’s assets and carries customary affirmative and negative covenants and three financial covenants.

👓At a Glance

Origination Date: November 4, 2025

Borrower: Myomo, Inc. and subsidiaries

Lender: Avenue Capital, Inc.

Deal Size: $17.5 million plus non-committed $10 million “discretionary tranche 3”

Structure: Multi-tranche term loan; first tranche of $12.5 million funded at close; second tranche available from November 4, 2026 and May 4, 2027; third non-committed tranche available between January 1, 2027 and December 31, 2027

• 18 month interest only, extendable to 24 months upon funding of tranche 2

Rate: Variable, greater of Prime + 4.75%, and 11.75%

Term: ~43 months

Use of Proceeds: Refinance existing SVB credit facility; general corporate purposes

Source: Press Release

📷Borrower Snapshot

Sector: Health Care

Subsector: Health Care Equipment and Supplies

Commercial Stage: Revenue generating; LTM EBITDA (-)

Business Overview: Myomo, Inc. is a medical robotics company that develops and commercializes wearable neuro-muscular orthotics for individuals with upper-limb paralysis or weakness resulting from stroke, nerve injury, or neuromuscular disease. Its flagship product, the MyoPro® powered brace, uses EMG signals from a patient’s own muscles to restore arm and hand function, enabling greater independence in daily activities. The company operates a direct-to-consumer model supported by a network of clinicians and rehabilitation centers, and continues to expand coverage with both commercial and government payers. With rising utilization trends and growing reimbursement traction, Myomo is working to scale its assistive technology platform and broaden access to the large population of patients living with impaired upper-limb mobility.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $17.5 million multi-tranche term loan

• $12.5 million available at close

• $5.0 million

• $10.0 million non-committed discretionary tranche 3

Maturity: June 1, 2029

Collateral: First priority all asset lien

Rate: Variable, greater of Prime + 4.75%, and 11.75%

Conversion Option: Lender has right to convert up to $3 million of tranche 1 and up to $1.0 million of tranche 2 into common stock at a price per share equal to 120% of exercise price of the warrant (see below)

Right to Invest: Lender may participate in certain equity financing transactions in aggregate up to $1 million

Fees & Warrant:

• Commitment Fee - 1% of $17.5 million or $175k

• Prepayment Fee - 3.0% prior to 1st Anniversary, 2.0% prior to 2nd Anniversary; 1.0% thereafter

• Final Payment - 3.25%

• Warrant - Lender granted warrant to purchase up to $1.3 million worth of shares of common stock at price per share equal to lesser of $0.96 and price of bona fide round of equity financing before June 30, 2026

Financial Covenant:

• Min. Cash - $2.5 million

• Min. L3M Revenue - 75% of projected L3M Revenue, tested monthly

• Cash Burn - Close → December 31, 2026, T6M burn no more negative than 150% of T6M projected cash burn; January 1, 2027 → maturity, T6M burn no more negative than 150% of projected burn, or negative $2 million

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.

In November 2025, Nerdy Inc. entered into a term-loan agreement with Hercules Capital, Inc. for up to $50 million, of which $20 million was funded at closing. The four-year facility matures in 2029 and features a 36-month interest-only period (extendable by 12 months), followed by principal + interest amortization. The loan is secured by substantially all of Nerdy’s assets and carries customary affirmative and negative covenants and a delayed-draw feature to help manage carrying costs and draw when needed.

👓At a Glance

Origination Date: November 3, 2025

Borrower: Nerdy, Inc. and subsidiaries

Lender: Hercules Capital, Inc.

Deal Size: $50.0 million

Structure: Two tranche term loan with a TTM contribution margin borrowing formula governing total debt outstanding

• 36 month interest only, extendable to 48 months upon achievement of certain performance milestones

• Borrowing base = TTM contribution margin multiplied by an applicable ratio as follows

  • Closing -> September 30, 2026: 1.0

  • October 1, 2026 -> September 30, 2027: 0.80

  • October 1, 2027 -> September 30, 2028: 0.70; and

  • at all times on and after October 1, 2028: 0.60

Rate: Variable, greater of Prime + 3.50%, or 10.75%

Term: ~48 months

Use of Proceeds: General corporate purposes

Source: Press Release

📷Borrower Snapshot

Sector: Consumer Discretionary

Subsector: Diversified Consumer Services

Commercial Stage: Revenue generating; LTM EBITDA (-)

Business Overview: Nerdy, Inc. is a leading education-technology company that transforms how learners of all ages engage with knowledge through its flagship platform, Varsity Tutors. The company’s proprietary, AI-enabled live-learning platform connects students to expert instructors across 3,000+ subjects and supports multiple formats—one-on-one tutoring, small group classes, large live sessions, on-demand study tools and adaptive self-study. Leveraging advanced data-driven matching, the platform uses AI to pair learners with the optimal expert and continually refine instructional delivery, aiming to improve outcomes and satisfaction. Nerdy serves both direct-to-consumer learners and institutional clients (schools, organizations) and is positioned to scale by combining technology, human instruction, and network effects in a growing online-learning market.

⚙️Structure & Terms

Source: SEC 8-K

Commitment: $50.0 million multi-tranche term loan

• $30.0 million available at close ($20.0 million drawn at close)

• $20.0 million available subject to the approval of lenders

Maturity: November 1, 2029

Collateral: First priority all asset lien

Rate: Variable, greater of Prime + 3.50% or 10.75%

Fees:

• Due Diligence Fee - $75k

• Initial Facility Charge - $300k; Tranche 2 Facility Charge - $200k

• Prepayment Fee - 2.0% prior to 1st Anniversary, 1.0% prior to 2nd Anniversary; 0.0% thereafter

• End of Term Charge - 7.5%

Financial Covenant:

• Min. Qualified Cash - greater of a) $15.0 million, or b) qualified cash balance that results in remaining months liquidity of no less than 6 months

Disclaimer: The content in this newsletter is for informational purposes only and doesn’t constitute investment advice. All opinions are my own and not a recommendation to buy or sell any security. Please do your own research.