€40M Venture Debt for Berlin FinTech
Series C-stage venture debt with Growth and CapEx tranches, warrants, milestone-based drawdowns, and a 36-month term—structured for a pre-profitable payments infrastructure business.
Deal Overview
The Challenge
A fast-growing Berlin-based payments infrastructure company closed a Series C equity round and wanted complementary debt to extend runway and fund product and infrastructure investment—without materially increasing dilution.
Key complexity factors included:
- •Pre-profitable profile requiring liquidity- and growth-based covenants rather than classic leverage tests
- •Milestone-based drawdowns to align funding with delivery cadence and capital efficiency
- •Warrant economics to balance lender return with founder and investor expectations
- •BaFin regulatory considerations tied to payment services licensing and ongoing compliance
Our Solution
We structured a €40M two-tranche venture debt facility with milestone draw mechanics, a warrant package, and covenant tests suited to high-growth infrastructure spend.
Structure
- →€30M Growth tranche with draws tied to agreed milestones
- →€10M CapEx tranche for technology and infrastructure investment
- →1.5% fully diluted warrants with customary anti-dilution protections
- →Liquidity-focused covenants alongside growth metrics aligned to the business plan
Execution
- →30-day execution timeline coordinated with the Series C closing
- →Warrant documentation aligned with existing shareholder arrangements
- →BaFin notification handled in parallel with financing documentation
- →IP security package appropriate for a software-led payments platform
Deal Structure
Facility
Covenants
- •Min liquidity: €15M
- •Revenue growth: ARR targets tested quarterly
- •Burn rate: Maximum monthly cash burn thresholds
- •MAC: Tailored material adverse change definition for a regulated FinTech
Key Documentation
Venture Debt Agreement
Facility agreement with milestone drawdown mechanics, growth and liquidity covenants, and prepayment flexibility without yield maintenance.
Warrant Agreement
Warrant instrument for 1.5% fully diluted equity with anti-dilution protections, transfer restrictions aligned to the shareholders' agreement, and customary exercise mechanics.
IP Security
German law security over patents, trademarks, and software with release mechanics suited to ongoing product development.
Intercreditor
Intercreditor arrangement with Series C investors covering payment subordination, permitted investments, and enforcement coordination.
Transaction Timeline
Term sheet
Economics, tranche structure, covenant framework, and warrant headline terms agreed
Docs & warrants
Facility agreement and warrant documentation negotiated in parallel with equity-side coordination
Security & regulatory
IP security perfection, BaFin notification, and intercreditor alignment with existing investors
Closing
Concurrent signing with the Series C round and initial drawdown under agreed milestones
Outcome
The venture debt closed alongside the equity round, adding non-dilutive capacity while keeping governance and regulatory workstreams coherent.
Post-closing benefits:
- •Extended runway: Debt capacity extended the cash runway beyond the Series C proceeds alone—supporting product and geographic expansion.
- •Milestone achievement: Draw mechanics kept funding tied to delivery, reducing idle cash costs and lender risk.
- •Flexible structure: Growth-stage covenant design preserved operating flexibility during scaling.
Discuss your financing needs
TULA Capital supports complex financing across growth debt, M&A financings, and cross-border execution.
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