$200M Unitranche for Software Acquisition
Cross-border unitranche for European sponsor acquisition of US enterprise SaaS platform.
Deal Overview
Transaction Type
Unitranche Financing
Sector
Enterprise SaaS
Term
6 years
Jurisdictions
US (Delaware) / Luxembourg
Facility Size
$200M
Leverage
5.0x ARR
Structure
Single-lien unitranche
Closing Date
Q4 2023
The Challenge
A European technology-focused private equity sponsor acquired a US enterprise SaaS business, requiring a single-lender solution that worked across a Luxembourg topco and US operating company and reflected SaaS economics—not traditional EBITDA-only metrics.
Key complexity factors included:
- •Cross-border structure with Luxembourg holding company and US operating assets
- •SaaS-appropriate covenant framework based on ARR rather than EBITDA alone
- •IP and source code collateral requiring specialized security and perfection
- •Need for accordion capacity to fund tuck-in acquisitions
Our Solution
We delivered a $200M single-lien unitranche with SaaS covenants, a $50M accordion, and a coordinated US / Luxembourg security and guarantee package—including IP over source code where agreed.
Structure
- →Single-lien unitranche with one intercreditor profile
- →$50M accordion for M&A
- →SaaS covenants tied to ARR and net revenue retention (NRR)
- →Equity cure up to 50%
Execution
- →7-week dual-jurisdiction closing path
- →US and Luxembourg share pledges and guarantee structure
- →IP perfection under Delaware and federal law as applicable
- →Technology diligence aligned to lender underwriting on ARR quality and churn
Deal Structure
Capital
Covenants
- •Net leverage: 6.0x ARR
- •ARR growth: Min 15%
- •NRR: Min 95%
- •Equity cure: 50%
Key Documentation
Credit Agreement
US law-governed credit agreement with SaaS covenant definitions, ARR / NRR tests, accordion mechanics, and equity cure provisions.
Security Documents
Delaware and federal law perfection over US assets, Luxembourg share pledges, and IP collateral including source code collateral package as negotiated.
Guarantees
Upstream and downstream guarantees aligning cash flow and asset coverage with lender requirements across the group.
Escrow Agreement
Source code escrow arrangements supporting continuity and lender comfort on critical technology assets.
Transaction Timeline
Term sheet
Economics, SaaS covenant framework, accordion sizing, and jurisdiction split agreed
Due diligence & documentation
Technology and financial diligence in parallel with credit agreement and security drafts
Security perfection
Filings and pledges completed across US and Luxembourg, including IP and escrow steps
Closing
Signing, funding, and release of conditions precedent for the acquisition
Outcome
The financing matched how the business actually trades—ARR and retention—while preserving a single relationship and simple amendment path for the sponsor.
Post-closing benefits:
- •SaaS metrics: Covenants and reporting aligned to recurring revenue quality, not legacy EBITDA-only tests.
- •Tuck-ins: Two add-ons funded using $35M of accordion capacity on pre-agreed incremental terms.
- •Unitranche simplicity: One lien and one lender group reduced negotiation load on management versus split senior / junior structures.
Discuss your financing needs
TULA Capital can support your transaction with structuring, lender outreach, and execution discipline.
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