Venture-Debt Covenant Board Adviser

The mandate

The company can draw a sizeable second tranche only if it certifies recurring revenue and liquidity conditions shortly before two large customer deployments are expected to convert. Contracted value includes implementation-dependent fees, one customer represents a material concentration and the facility defines eligible annual recurring revenue differently from the commercial dashboard. Drawing early protects runway but begins amortisation, increases warrant exposure and may narrow consent flexibility before the next equity decision. Directors need to understand the real option, not merely the cash receipt.

The adviser will challenge a covenant-and-runway map connecting facility definitions, customer contracts, implementation evidence, churn, receivable collection, restricted cash, permitted debt, material adverse change language and tranche conditions. The board needs clear consequences of drawing, delaying, resizing, renegotiating or declining the tranche across base, customer-slip and equity-delay scenarios. Advice must distinguish a forecast miss from a technical breach, an incurable representation problem and a consent item that should be raised early.

The cadence is a fortnightly session with finance and legal leads, a monthly board-committee review and two lender-document workshops in Berlin. The adviser will inspect the facility against management’s source data, annotate compliance certificates before execution and maintain a question log for external counsel. Each meeting paper must show the most decision-sensitive definition, remaining cure time and the commercial consequence of voluntary disclosure.

This appointment confers no line authority and no executive responsibility for treasury, revenue recognition, customer delivery, fundraising, lender negotiation or legal interpretation. The adviser cannot sign certificates, contact lenders independently, approve a draw, solicit equity, amend forecasts or direct cost reductions. Management owns evidence and communications; counsel interprets documents; the board chooses financing risk. The adviser’s role is to surface dependencies and challenge optimism before representations are made.

The term lasts eight months. Renewal is available only for a new, recorded financing decision after the original tranche and covenant question closes. All relationships with lenders, shareholders, potential investors, warrant holders, customers and restructuring advisers must be disclosed before receiving facility materials. Recusal is mandatory for affected decisions, and transaction, introduction, placement or success-linked compensation is prohibited.

Why the board wants this voice

Management values additional runway, existing investors value dilution avoidance and the lender’s materials emphasise availability rather than strategic constraint. Contract definitions also sit awkwardly between legal drafting and the operating truth of customer deployments. A board adviser who has managed venture-debt stress can translate those details into choices without seeking a financing or equity mandate.

What you will own

• Challenge facility definitions against customer contracts, implementation status, billing, collections, churn and management’s recurring-revenue dashboard.
• Map tranche conditions, representations, minimum cash, permitted debt, covenants, cure rights, amortisation, warrants and consent requirements.
• Model draw, delay, renegotiation and no-draw cases across customer slippage, equity timing, collection downside and cost actions.
• Review draft compliance evidence and identify qualifications, missing support, counsel dependencies and disclosure decisions before certification.
• Frame board options with runway gained, flexibility lost, dilution effect, breach path, negotiation leverage and stakeholder consequences.
• Maintain the question, conflict, recusal, advice and decision record across board, management, lender and counsel interfaces.
• Deliver a closing covenant calendar, indicator set, escalation thresholds and lessons for future non-dilutive financing.

Candidate qualifications

• Has advised boards or held finance authority through venture-debt draws, covenant pressure, waivers or lender renegotiation.
• Understands SaaS contract value, annual recurring revenue definitions, implementation dependencies, churn, collections and restricted cash.
• Can read facility terms alongside operating evidence while preserving counsel’s sole responsibility for legal interpretation.
• Has modelled venture debt against equity timing, warrants, amortisation, consent flexibility and severe customer-delay cases.
• Brings credible judgement about early lender disclosure, cure strategy and the difference between forecast and representation risk.
• Is independent of debt placement, equity solicitation, lender referral, warrant investment and restructuring success fees.

Non-negotiables

• Can attend monthly Berlin board sessions and both lender-document workshops despite the otherwise remote cadence.
• Will disclose lender, investor, shareholder, customer and adviser interests before reviewing confidential financing terms.
• Brings direct venture-debt covenant experience; general startup fundraising or SaaS planning alone is insufficient.
• Will not sign certificates, approach lenders privately, solicit capital or accept compensation linked to a draw or waiver.

1. 49 words maximum. Which recurring-revenue definition would you test first before a venture-debt tranche certificate is signed?
2. 49 words maximum. How would you compare runway gained from drawing now with flexibility lost before an equity round?
3. 49 words maximum. What fact would trigger early lender disclosure even before a covenant breach is forecast?