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Learn how companies raise $50M–$500M through private debt, equity and hybrid capital structures across the U.S. and Canada.
Raising $50 million, $100 million or $500 million is not simply a larger version of applying for a business loan.
At this level, the company is entering the institutional capital market. Private credit funds, family offices, private equity firms, pension-backed managers, asset-based lenders, infrastructure funds and other institutional investors will evaluate not only whether the company can repay, but also where their capital sits in the structure, what protects it, what return it can generate and what happens if the business underperforms.
The market is substantial. The U.S. Federal Reserve estimated that private credit loans represented approximately $1.4 trillion, or 10% of total debt of U.S. nonfinancial corporations, based on data from the second half of 2025.
The challenge is rarely finding capital in the abstract. The challenge is structuring a transaction that institutional investors can actually underwrite.
Quick Answer: Companies seeking $50 million to $500 million in private capital typically raise it through senior secured debt, asset-based facilities, private credit, preferred or common equity, mezzanine capital, or a combination of these. The strongest structure depends on cash flow, collateral, leverage, ownership objectives, transaction purpose and the company's ability to withstand downside scenarios.
At this size, management should think in terms of a capital stack, not a single loan.
A $150 million acquisition, for example, might be funded with senior secured debt, a revolving working-capital facility, subordinated capital and sponsor or management equity. A $300 million industrial expansion could combine project debt, equipment financing, real estate financing and institutional equity.
The exact mix depends on what investors are being asked to finance.
For Canadian acquisition transactions, Mehmi's guide to explains the same principle at a smaller scale: acquisition financing frequently works better when the capital requirement is divided into appropriate layers instead of forcing the entire purchase price into one facility.
At $50 million and above, that concept becomes even more important.
The answer starts with one question: What risk should the company retain, and what risk should the capital provider take?
Debt is generally appropriate when the company has enough predictable cash flow or collateral to support contractual repayment.
Institutional debt structures can include:
An asset-heavy company may be able to increase borrowing capacity by separating receivables, inventory, machinery and real estate into financing pools rather than asking a cash-flow lender to finance everything. Mehmi's Canadian explains how borrowing-base structures connect availability to eligible collateral.
Debt preserves ownership, but it adds mandatory payments, covenants and default risk.
Equity is risk capital.
Investors may purchase common shares, preferred shares or another ownership interest and receive economic rights, governance rights or both.
Equity can make more sense when:
the company is growing quickly but cannot safely carry additional debt;
the transaction contains substantial goodwill or development risk;
cash flow will take years to materialize;
a large acquisition would otherwise create excessive leverage; or
management wants an institutional partner capable of providing follow-on capital.
Equity normally has no scheduled principal amortization like a loan. But that does not make it free. The economic cost can include dilution, preferred returns, board representation, veto rights, liquidation preferences, anti-dilution provisions and restrictions on future transactions.
Hybrid structures sit between traditional debt and common equity.
Mezzanine debt, preferred equity, convertible securities and subordinated capital can fill the gap when the senior lender will not advance enough but shareholders do not want to fund the entire difference with common equity.
For an equipment-heavy project, see Mehmi's Canadian guide to . It explains how subordinated capital can sit behind senior financing and why intercreditor terms become critical.
The tradeoff is straightforward: the more risk the junior investor accepts, the more return, control or structural protection that investor will normally require.
Institutional underwriting goes substantially deeper than revenue and credit score.
Private credit investors want to understand normalized EBITDA, free cash flow, capital expenditure requirements, working-capital volatility, taxes and existing debt service.
They will usually rebuild management's projections rather than simply accept them.
A lender may model:
a base case;
a downside case;
a severe downside case;
customer losses;
margin compression;
interest-rate increases;
capital expenditure overruns; and
delayed integration or project completion.
The key question is not whether the company can make payments when everything goes right.
It is whether the capital structure remains viable when something goes wrong.
Collateral becomes particularly important in asset-based and special-situation financing.
Investors may analyze accounts receivable, inventory, machinery, equipment, commercial real estate, intellectual property and subsidiary interests separately.
Recoverable value matters more than management's accounting value.
A $100 million asset balance on the financial statements does not necessarily support $100 million of debt.
For companies with substantial equipment equity, structures such as or can sometimes separate productive assets from the broader corporate capital raise.
A company can own valuable assets and still have little borrowing capacity if another creditor already has first-ranking security.
In the United States, secured lenders commonly address personal-property security through the applicable state's UCC Article 9 framework.
In most Canadian provinces, lenders use provincial Personal Property Security Act systems. Ontario, for example, provides for registration of financing statements to protect security interests and establish priority among competing interests. Québec instead uses its civil-law system and the Register of Personal and Movable Real Rights, or RDPRM, for relevant movable rights.
Mehmi's Canadian explanation of shows why priority can change whether an otherwise attractive transaction is financeable.
For a $300 million expansion, lenders are financing management's ability to deploy $300 million successfully.
Expect diligence around management biographies, prior transactions, reporting systems, operational controls, acquisition integration, succession and governance.
A business earning $50 million of EBITDA from hundreds of recurring customers presents a different risk from one earning the same EBITDA from two contracts.
Underwriters will examine customer, supplier, geographic and industry concentration.
Large raises fail surprisingly early when management approaches investors before the company is institutionally prepared.
A credible data room normally needs audited or high-quality reviewed financial statements, current interim results, monthly management accounts, detailed projections, debt schedules, organizational charts, ownership information, material contracts, customer concentration reports, litigation disclosure, tax information, asset schedules and a precise sources-and-uses statement.
For an acquisition, add the purchase agreement or LOI, quality-of-earnings work, target financials, synergy assumptions and integration plan.
For a project financing, add engineering reports, construction budgets, permits, vendor contracts, completion schedules, contingency budgets and offtake or customer contracts where applicable.
For receivables-heavy companies, aged receivables and customer credit quality can materially affect borrowing capacity. Mehmi's guide to provides a useful introduction to how financiers evaluate invoice quality.
Institutional investors should not have to reconstruct the transaction from scattered spreadsheets.
The strongest process usually works backwards from what the business can safely support.
"Growth capital" is too vague for a nine-figure raise.
Break the requirement into acquisition price, refinancing, capex, real estate, equipment, working capital, transaction fees and liquidity reserves.
Different assets can support different capital.
Senior debt generally receives the strongest security and lowest position in the risk stack.
Do not maximize it simply because a lender is willing to provide it.
The company still needs liquidity after closing.
Assume a transaction requires $200 million but the senior debt market supports only $120 million.
The remaining $80 million might come from mezzanine debt, preferred equity, seller rollover, sponsor equity or common equity.
That $80 million gap is where capital structuring becomes more important than simply "finding a lender."
A receivables lender should not be asked to finance acquisition goodwill.
A real estate lender should not fund a software development budget simply because the company owns a building.
A senior lender should not be forced to absorb equity-level risk.
The closer the financing source matches the underlying risk, the stronger the structure usually becomes.
Interest rate is only one variable.
A borrower should understand origination fees, unused-line fees, legal costs, diligence expenses, exit fees, prepayment provisions, make-whole requirements, PIK interest, warrants, cash sweeps, mandatory amortization, hedging requirements, financial covenants and reporting obligations.
For temporary requirements, Mehmi's Canadian guide to illustrates why the repayment exit should be identified before taking short-term capital.
Assume a U.S. industrial company requires USD $150 million for an acquisition and post-closing expansion.
This is an illustration only, not a Mehmi Financial Group offer or indication of market pricing.
Assume the company raises:
USD $100 million senior private debt
Assumed fixed interest rate: 9.00%.
Term: five years.
Payment frequency: quarterly interest.
Principal: due at maturity.
Assumed lender fee: 2.00% of the debt amount.
Exclusions: legal fees, diligence costs, hedging, prepayment charges and other transaction expenses.
Quarterly interest would equal $2.25 million.
Annual cash interest would equal $9 million.
Over five years, assuming the principal remains outstanding and there is no early repayment, cash interest would total $45 million.
The assumed upfront lender fee would equal $2 million.
Including the $100 million principal repayment, five years of interest and the assumed fee, total cash paid on the debt layer would be approximately $147 million.
The remaining USD $50 million could come from preferred or common equity.
The equity portion cannot be assigned a fixed "total repayment" without knowing the investor's preferred return, ownership percentage, exit value and other economic rights.
The practical cash-flow consequence is important: the company must be capable of funding approximately $2.25 million of cash interest every quarter before considering other debt, capex, taxes and working-capital needs. A lower-equity, higher-debt structure may reduce dilution but substantially increase fixed cash demands.
For a Canadian company, the same structuring principles could apply in CAD, but U.S. pricing, tax treatment and securities rules should not simply be converted into Canadian dollars.
A direct negotiated loan and a private securities offering are not necessarily the same legal structure.
When a company issues equity, notes or other securities to investors, securities counsel should determine the appropriate exemption and distribution process.
Rule 506(b) of Regulation D allows an issuer to raise an unlimited amount of capital without general solicitation, subject to its investor and other requirements. The SEC notes that Rule 506(b) permits unlimited accredited investors and, subject to additional requirements, a limited number of non-accredited investors. Form D is generally due within 15 days after the first sale.
Rule 506(c) permits broad solicitation, but every purchaser must be accredited and the issuer must take reasonable steps to verify accredited status.
The SEC's accredited-investor guidance includes qualifying individuals and multiple categories of institutional investors and entities.
Another issue is who raises the money. The SEC states that activities such as finding investors, participating in solicitation or negotiation, and receiving compensation based on the size or success of a securities transaction can indicate broker activity requiring registration.
Companies contemplating a securities raise should therefore involve experienced U.S. securities counsel before paying an intermediary to solicit investors.
Canadian securities regulation is primarily provincial and territorial, coordinated through the Canadian Securities Administrators.
National Instrument 45-106 contains major prospectus exemptions used in Canada's exempt market. The current instrument includes the accredited-investor exemption, among other capital-raising exemptions.
The B.C. Securities Commission's guidance notes that the accredited-investor exemption can permit securities to be sold in any amount without a prescribed offering limit, provided the exemption's requirements are satisfied.
Depending on the exemption and transaction, an issuer or underwriter may also need to file Form 45-106F1 through SEDAR+.
Canada also has dealer-registration rules. The CSA states that firms and individuals in the business of trading securities generally must be registered in the jurisdictions where they conduct that business unless an exemption applies.
For a cross-border raise involving Canadian and U.S. investors, the issuer should have securities counsel determine the exemptions, selling restrictions, investor qualifications and intermediary-registration requirements on both sides of the border.
Institutional investors respond well to transactions where the risk is already organized.
The strongest files normally have credible audited numbers, a specific use of proceeds, meaningful management or shareholder alignment, defensible projections, clean ownership, clear lien priority, sufficient liquidity after closing and realistic downside modelling.
Weak files tend to have aggressive EBITDA adjustments, unexplained related-party transactions, unresolved tax or litigation problems, excessive customer concentration, unclear ownership, conflicting liens, unrealistic exit assumptions or management projections that leave almost no room for error.
A capital provider should be able to understand both how it gets its return and how it gets its money back.
More capital is not automatically better.
A company should consider borrowing less, staging the transaction or postponing the raise when the business cannot yet productively deploy the capital, the proposed debt service depends on aggressive growth assumptions, a major contract or permit remains uncertain, the company would have inadequate liquidity after closing or equity dilution would be disproportionate to the value the new capital can create.
Sometimes a $200 million project should be executed as two $100 million phases.
Sometimes an acquisition should wait until leverage comes down.
Sometimes selling a minority interest is safer than adding another layer of debt.
Capital structure should strengthen the underlying business rather than turn an ambitious growth plan into a liquidity problem.
Yes, depending on its cash flow, assets, leverage and purpose of funds. A company with substantial EBITDA or valuable collateral may support an entirely debt-based structure. If senior lenders cannot support the full requirement safely, junior capital or equity may be necessary.
There is no universal threshold. A $100 million asset-backed facility can be underwritten very differently from a $100 million cash-flow loan, infrastructure project or growth-equity investment. Investors evaluate the amount relative to collateral, enterprise value, free cash flow, leverage and transaction risk.
Potentially, yes. Cross-border offerings need to be structured around the applicable Canadian and U.S. securities, tax and investor-eligibility requirements. The correct exemptions and documentation depend on where the issuer and investors are located and how the securities are offered.
Mezzanine is generally junior debt and may include cash interest, PIK interest or equity-linked features. Preferred equity is ownership capital with negotiated economic and governance rights. Their position in the capital structure, tax treatment, repayment rights and downside protections can differ substantially.
Not necessarily. Debt avoids immediate ownership dilution, but the borrower may pay interest, fees and other costs and accept financial covenants and security. Equity does not usually create scheduled debt service, but investors participate in enterprise value and may negotiate significant control or preference rights.
Sometimes large institutional investors can provide substantial one-stop facilities, while other transactions use a club or syndicated structure involving multiple capital providers. Whether one provider can hold the entire exposure depends on transaction risk, investor concentration limits, collateral and market appetite.
A $50 million to $500 million raise should start with the capital structure, not a mass lender submission.
Mehmi Financial Group is a financing brokerage and intermediary, not the direct lender or equity investor for every structure discussed above. For appropriate transactions, the team can review the financing requirement, identify the relevant debt or structured-finance path and help coordinate next steps with financing sources or specialized capital partners.
When contacting Mehmi, include:
Call 833-863-4644 or contact to discuss the transaction.
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