Guide to Venture Debt for Startups and Growth Companies

Guide to Venture Debt for Startups and Growth Companies

Venture debt, also known as venture lending, is a type of debt financing provided to venture-backed companies by specialized banks or non-bank lenders to fund working capital or capital expenses. Unlike traditional bank lending, venture debt is available to startups and growth companies that do not have positive cash flows or significant assets to use as collateral. Venture debt providers expect to earn their returns through high interest rates and warrants, rather than through loan amortization.

Venture debt is typically used in conjunction with venture capital as a way to augment funding facilities. Silicon Valley Bank (SVB) was the largest provider of venture debt financing until it’s collapse in 2023. In the aftermath of SVB’s failure and compounded by rising interest rates, there was a sharp decline in venture debt activity. But with the emergence of alternative lenders like large private equity firms and non-bank lenders entering the fold to fill the void by SVB, the venture debt market is expected to grow up to 20% by 2027.

Key Features of Venture Debt

Interest Rates

Interest rates in venture debt are a pivotal factor to consider. They are usually higher than traditional bank loans due to the higher risk associated with lending to startups or growth-oriented companies that may not have a steady cash flow or significant assets. These rates can vary widely based on the perceived risk of the venture, the financial health of the company, and market conditions. They’re typically structured as a fixed percentage over a base rate such as the prime rate. It’s important for companies to understand the impact of these rates on their financial planning and cash flow management.


Warrants are a significant component of venture debt agreements. They provide the lender the right to purchase equity in the company at a predetermined price, serving as a potential upside in addition to the interest earned on the loan. This right can typically be exercised over a certain period of time.

The percentage of warrants in a venture debt deal is usually in the single digits, but the percentage can vary based on negotiation and the perceived risk of the venture. These warrants offer the lender a way to participate in the company’s potential success, aligning the interests of the lender and the borrower.

The pricing and terms of these warrants are key negotiation points in venture debt deals. The company’s recent equity valuation usually serves as a reference point. Warrants can be a benefit for lenders, especially if the company’s equity value significantly increases. However, for the companies, issuing warrants leads to dilution of ownership. This dilution and its potential impact should be considered by the company when negotiating the terms of a venture debt deal.

Overall, while warrants introduce an additional layer of complexity to venture debt transactions, they can offer both potential risks and rewards for both the lender and the borrower.

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Benefits of Venture Debt

Lower Cost of Capital

Venture debt generally offers a lower cost of capital compared to other financing methods like equity financing. This is mainly because venture debt does not involve giving up company shares in exchange for capital. Instead, it involves repayment of the principal loan amount along with interest, which is often at a higher rate given the risk involved but nonetheless capped.

In comparison, equity financing involves selling a part of the company’s ownership, which could lead to a much higher cost in the long run if the company becomes a runaway success. The cost of equity is essentially the share of the company’s future profits that the equity investors are entitled to.

Extended Runway

Venture debt can significantly extend a company’s financial runway. This means it provides the company with extra time before it needs to seek additional financing. The injection of cash from a venture debt deal can help fund key business operations, enabling the company to pursue growth strategies without the immediate pressure of raising additional capital.

For example, a startup might use venture debt to invest in product development, marketing initiatives, or personnel expansion, all of which can help generate revenue and increase the company’s valuation before the next round of financing. This can be particularly beneficial for startups in industries with long product development cycles or those in a highly competitive market where quick growth and market penetration is important.

By extending the runway, venture debt can help a company avoid prematurely raising another equity round at a potentially lower valuation, which would lead to greater dilution of ownership for existing shareholders. Instead, companies can hold off raising further equity until they have achieved key milestones or improved performance, thereby commanding a higher valuation.

Less Dilution for Founders

Venture debt is an attractive financing option for founders primarily because it results in less dilution of ownership compared to equity financing. When a company raises capital through equity, it essentially gives up a percentage of ownership in exchange for funding. This means that founders and early-stage investors see their stake in the company reduced, potentially diminishing their control over the company and their share of future profits.

Venture debt, on the other hand, is a loan that needs to be repaid with interest but does not involve surrendering company ownership. Even if the venture debt deal includes warrants, the dilution is usually much less than with an equity round.

Risks and Challenges of Venture Debt

venture debt risks

Repayment Obligations

One of the key challenges in venture debt is the obligation to repay the borrowed amount within a specified time frame. Unlike equity financing, where funds raised are not required to be repaid directly, venture debt must be repaid with interest over a predetermined period. The repayment schedule typically involves regular payments that could be monthly or quarterly, and this cash outflow must be factored into the company’s financial planning.

The structure of repayments can vary based on the negotiation between the lender and borrower. Some venture debt may be interest-only for the first few months, followed by principal plus interest repayments. Other loans may require a balloon payment, where the majority of the loan is repaid at the end of the term.

These repayment obligations can put a significant strain on the cash flow of the startup or growth company, especially if the company is not yet profitable or if unexpected business challenges arise. Failure to meet these repayment obligations can lead to default, which could have serious consequences such as triggering an acceleration clause or potentially forcing the company into bankruptcy.

Before taking on venture debt, companies must conduct a thorough analysis of their expected cash flows and ensure they have sufficient buffer to meet their repayment obligations under various scenarios. They should also consider the impact of the repayment schedule on their ability to invest in growth initiatives and to withstand business downturns.


Covenants and restrictions in a venture debt agreement serve as protective measures for the lender. They are contractual obligations that dictate certain actions the borrowing company must take or avoid during the loan term.

There are typically two types of covenants: affirmative and negative. Affirmative covenants require the company to perform certain actions, often related to financial management. For instance, they may have to maintain a specific cash balance or achieve certain financial targets. These covenants help ensure that the borrowing company remains financially stable and capable of repaying the loan.

Negative covenants, on the other hand, prevent the company from engaging in certain activities without the lender’s approval. This can include actions such as taking on additional debt, selling major assets, or making significant changes to the business structure. These restrictions aim to prevent the company from taking on excessive risk that might jeopardize its ability to repay the loan.

These covenants and restrictions can have a significant impact on the company’s operations and strategic decisions, as failure to comply may lead to default and potential acceleration of the loan. Therefore, it’s crucial for companies considering venture debt to fully understand these terms and ensure they align with their business plans and financial capacity.

Default Scenarios

Venture debt agreements typically include defined events of default, which, if they occur, give the lender the right to demand immediate repayment of the loan. These events can range from failing to make scheduled loan payments, to violating covenants, to encountering significant adverse changes in the company’s business.

  1. Failure to Make Timely Payments: This is the most straightforward default scenario. If the company fails to make its scheduled loan repayments, whether it’s the interest or the principal, it will be considered in default.
  2. Covenant Breaches: Venture debt agreements often include various covenants, and if the company fails to comply with any of these, it can be considered in default.
  3. Significant Adverse Change: Also known as a “material adverse change” clause, this is a broad and somewhat subjective event of default. If the lender concludes that a significant negative change has occurred in the company’s business, financial condition, operations, or prospects, it might declare a default and demand immediate repayment.

In the event of default, the lender has the right to accelerate the loan, meaning the entire outstanding balance becomes due immediately. Additionally, depending on the terms of the loan agreement, the lender may also have the right to take control of the company’s assets, force the company into bankruptcy, or take other actions to recover the amount owed.

It’s important for companies considering venture debt to understand these default scenarios and to have plans in place to avoid them. This includes careful financial management to ensure timely loan repayments, strict compliance with all covenants, and proactive communication with the lender to address potential issues before they lead to default.

Key Takeaways

  1. Understanding Venture Debt: Venture debt is a type of debt financing provided to venture-backed startups or growth companies. It’s generally used for funding working capital or capital expenses.
  2. Venture Debt vs. Equity Financing: While both are methods to raise capital, venture debt is often cheaper as it doesn’t involve giving away company shares. However, it has to be repaid with interest and comes with strict repayment schedules and covenants. Venture debt is commonly utilized alongside venture capital to supplement funding resources.
  3. Benefits of Venture Debt: Venture debt can extend a company’s financial runway, allowing more time before additional financing is needed. It also results in less ownership dilution for founders, compared to equity financing.
  4. Risks of Venture Debt: The obligation to repay the borrowed amount within a specified time frame, adherence to covenants, and potential default scenarios are key risks in venture debt.

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