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Business funding and what it costs you

PRBE Capital · THE DEAL ROOM

Most funding conversations open with a number, and that is the wrong opening. The amount is the least consequential decision in the whole exercise. What decides the outcome is the kind of money: whether you are selling a permanent claim on every dollar the business will ever earn, or borrowing against dollars it has already earned, and whether the instrument you sign settles the ownership question now or postpones it to a round you cannot see yet. Choosing badly rarely announces itself. It shows up two or three years later, which is exactly why it is worth an hour of thought today.

Borrowing and selling ownership are two prices for the same dollar. A loan has a price you can write down: interest, fees, a schedule, an end date. You know the total before you sign, and when the last payment clears you own everything you owned before it started. Selling ownership has a price nobody can write down, because you are selling a share of an outcome that has not happened yet. If the business stays where it is, that share cost you very little. If it becomes what you hope, it may be the most expensive money you ever accepted. A rate compared against a percentage is not a comparison.

One question settles more of this than any spreadsheet. Can the business service a payment out of cash that has already arrived, shown on a statement, rather than cash the plan produces once the money is deployed? If yes, borrowing is usually cheaper and that is where to start. If no, you are asking a lender to fund a forecast, and lenders fund history and collateral. Read this subject in that order: what each kind of money costs, what each instrument does to ownership, who is legally permitted to participate, and what actually happens between a first conversation and funds arriving.

The articles

The two kinds of money are priced on different clocks

A loan is a known cost over a fixed horizon. Ownership sold is an unknown cost over an unlimited one. That difference is the whole of it, and it is why comparing an interest rate to a dilution percentage produces confident nonsense. The right comparison is between the total cost of servicing a payment for a known number of years and the value of a permanent slice of a business you intend to grow.

Each carries a different kind of control cost too. Borrowing tends to bring covenants, reporting obligations and often a personal guarantee, all of which constrain the business while the balance is outstanding and then stop. Selling ownership brings governance: board seats, consent rights over decisions you currently make alone, and a class of holder whose economics differ from yours in the event of a sale. One constrains you for a term. The other constrains you permanently, and the second is far more often underestimated.

Working capital means something specific to a lender

Owners use working capital to mean money for whatever comes next. A lender means something narrower and measurable: the gap between what the business is owed plus what it holds, and what it owes in the near term. That distinction matters because a request framed as working capital with no arithmetic behind it reads as a request to cover a shortfall of unknown size, which is the least fundable framing available.

The fundable version names the cycle. Inventory bought in one month and paid for by customers three months later is a timing gap, and a timing gap is a fundable, self-liquidating problem with an identifiable source of repayment. A revolving facility fits that shape. A term loan fits a one-time purchase with a long useful life. Matching the instrument to the shape of the need is most of what separates cheap money from expensive money at the same stated rate.

Instruments are judged by what they do to year three

Instruments get taught as legal definitions, which is why owners sign them without understanding them. The useful question is always the same: what does this do to my ownership and my obligations three years from now? A priced round sets the value today and everyone knows what they hold the day it closes, which is clean and also the most expensive thing to get wrong, because the price is fixed at the moment you had the least leverage.

A convertible note is borrowing that becomes ownership. Interest accrues, and there is a maturity date, which raises the question nobody asks at signing: what happens if you never raise again? The note does not evaporate. A simple agreement for future equity has no maturity and accrues nothing, which feels friendlier, and it converts later on terms agreed now. Where those terms bite is the valuation cap: a ceiling on the value at which early money converts, regardless of how well the next round prices. A discount trims a percentage off the next price. A cap can hand an early investor a far larger share than either of you pictured, precisely when the company does better than expected. Read the cap before the rate.

Who is allowed to participate is not a formality

Whether a particular person may invest in a particular offering is determined by rules, not by enthusiasm, and getting it wrong contaminates the round rather than just that investor. The status of your investors interacts with the exemption the offering relies on, and that interaction governs how you may advertise the raise, what you must disclose, and what verification you are expected to perform.

The practical consequence is that qualifying an investor happens before the pitch, not during the paperwork. Knowing a prospective investor's status and where they are domiciled is part of deciding whether to have the conversation at all. Definitions and thresholds here are amended over time and turn on the facts of your specific offering, which is a securities counsel question rather than an article question.

Raising in rounds is a pricing decision, not caution

Taking everything at the start is one of the most expensive mistakes available, and the reason is easy to miss: the raise itself increases the value of the company. Take a first tranche, use it to move the business somewhere demonstrable, and come back at a higher valuation. The same total dollars taken in that order cost materially less ownership than taking them all at the opening price.

Sizing the first tranche is the judgement call: enough to actually move, small enough to protect the price. The same logic explains why the option pool is worth arguing about, since a pool created before an investment typically comes out of the existing holders' side of the table rather than being shared. None of this is investment advice, and the right structure depends on facts about your business that no article knows.

Common questions

Should I borrow or sell ownership?

Start with whether the business can service a payment out of cash that has already arrived and can be shown on a statement. If it can, borrowing is usually the cheaper money. If it cannot, you are asking a lender to fund a forecast, and that is the situation selling ownership exists for.

What is a valuation cap and why does it matter more than a discount?

A discount gives an early investor a percentage off the next round's price. A cap sets a ceiling on the valuation their money converts at, no matter how well the next round prices. The cap is the term that bites, because the better the company does, the larger the share it hands over.

Is a simple agreement for future equity really simpler than a note?

It is shorter and it has no maturity date or accruing interest, which removes one kind of pressure. It does not remove the dilution question; it postpones it to a conversion you agree to today and experience later. Model what it converts into under a good outcome before signing, not after.

What does a lender mean by working capital?

Something narrower than owners usually mean: the gap between what the business is owed plus what it holds and what it owes in the near term. A request that names a specific timing cycle and its source of repayment is fundable. A request for general operating money of unspecified size is not.

Why does it matter who my investors are?

Because investor status and location interact with the exemption your offering relies on, and that combination governs how you may market the raise, what you must disclose and what verification is expected. Qualifying investors belongs at the start of the process, not in the closing paperwork.

How long does a funding process usually take?

Longer than the timeline in the plan, and the variable part is almost always documentation rather than decision-making. The portion you control is whether financial records, obligation schedules and entity documents are complete and consistent before the first conversation rather than assembled in response to questions.

All articles

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