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Capital Raising and Financing Transactions

Raise the capital you need. Understand the commitments you make.

Gracen Law brings capital advisory and legal transaction services together for businesses, projects and institutions seeking funding in Kenya and across African markets. We help you choose a funding route, prepare the investment case, engage suitable capital providers and negotiate the agreements that turn a proposal into a transaction.

Our Nairobi team supports the transaction from legal readiness and term sheet review through due diligence, documentation and completion. We explain how proposed terms affect ownership, control, repayment, security and future financing.

Whether you are growing an enterprise, financing a project, mobilising cooperative capital or pursuing development and donor funding, we connect your funding objective with the financial, commercial and legal work it requires.

Make funding work for your next stage

Capital should support what you are building. A funding structure can also change your ownership, cash flow, decision-making and future options. We help you assess those consequences before committing to a proposal.

An agreed mandate can help you:

  • Choose between equity, debt, grants, concessional funding or a combined capital structure.
  • Test the funding requirement against financial models, valuation assumptions, unit economics and expected returns.
  • Present a coherent investment case supported by a well-organised data room.
  • Identify relevant investors, lenders and donors, and prepare a focused engagement pipeline.
  • Negotiate terms with a clearer view of dilution, control, repayment, security and risk.
  • Coordinate documentation, approvals and conditions to funding.
  • Organise reporting, governance and preparation for follow-on capital after completion.

Who we advise

We tailor the work to your institution, funding stage and transaction:

  • Founders, SMEs and growth-stage companies preparing for seed, venture, growth or expansion capital.
  • Technology, AI and FinTech businesses connecting their growth plans, commercial model and intellectual property with funding requirements.
  • Established enterprises and family businesses financing new markets, acquisitions, equipment or working capital.
  • Project sponsors developing infrastructure, energy, industrial, real estate and other substantial commercial projects.
  • Cooperatives and SACCOs, including housing and agricultural cooperatives, seeking member capital, institutional funding or diversified investment structures.
  • Social enterprises, nonprofits and impact organisations pursuing grants, donor partnerships, development or blended finance.
  • Funds, investment platforms and portfolio companies requiring capital planning, investor relations and governance support.
  • Investors, lenders and strategic capital providers assessing investments, credit exposure and transaction protections.
  • Institutions preparing for refinancing, capital restructuring, mergers, acquisitions, secondary transactions or strategic exits.

Capital Raising and Financing Transactions

Explore our capital raising and financing services

Start with the service that matches your funding objective. Each has a separate page with its offering, process and frequently asked questions.

02

Enterprise Growth Financing

Connect your expansion plans with capital that fits the business you are growing.

  • Assess equity, growth debt, working capital, trade finance and hybrid funding.
  • Prepare investor and lender targeting, engagement materials and negotiation priorities.
  • Align ownership, shareholder rights, repayment obligations and transaction documents.
Explore Enterprise Growth Financing
03

Project Financing

Bring project bankability, capital structuring and legal execution into one coordinated mandate.

  • Assess the revenue model, financial assumptions, sponsor commitments and funding requirement.
  • Allocate construction, operating, payment and other material risks across project participants.
  • Align project contracts, financing agreements, security and conditions to financial close.
Explore Project Financing
04

Development and Blended Finance

Design funding structures that connect commercial viability with development and impact objectives.

  • Assess development finance institution requirements and relevant concessional or catalytic capital.
  • Combine debt, equity, grants and public support where the funding terms permit.
  • Align risk allocation, governance, impact expectations and funder documentation.
Explore Development and Blended Finance
05

Cooperative and SACCO Financing

Prepare financing that reflects the institution's mandate, member interests and decision-making structure.

  • Review member capital mobilisation, institutional credit and potential blended funding.
  • Assess growth, housing, agricultural and diversified investment proposals.
  • Coordinate financial preparation, approval records, governance and financing documents.
Explore Cooperative and SACCO Financing
06

Grant Readiness and Donor Funding

Strengthen your funding application and understand the commitments that follow an award.

  • Assess opportunity fit, eligibility, budgets, financial preparation and application readiness.
  • Review grant terms, co-funding, permitted expenditure and implementing-partner responsibilities.
  • Establish governance, compliance and reporting processes suited to the proposed funding.
Explore Grant Readiness and Donor Funding
07

Debt and Structured Financing

Evaluate borrowing against your cash flow, assets and existing commitments.

  • Assess loans, credit facilities, trade finance, leasing and equipment financing.
  • Structure asset-backed, receivables and securitisation transactions where appropriate.
  • Negotiate repayment, covenants, guarantees, security and creditor arrangements.
Explore Debt and Structured Financing
08

Refinancing and Distressed Financing

Assess new funding and revised terms before repayment pressure narrows your options.

  • Review existing facilities, cash flow, creditor priorities and refinancing alternatives.
  • Negotiate amendments, waivers, revised repayment and security arrangements.
  • Coordinate rescue funding and restructuring with advice on company, director and creditor implications.
Explore Refinancing and Distressed Financing

Funding pathways we help you assess

The appropriate route depends on your business model, stage, funding purpose, repayment capacity and readiness.

  1. 01Private capitalangel investment, venture capital, private equity, family office capital and strategic investment.
  2. 02Private debtworking capital facilities, structured debt, trade finance, project finance and other credit arrangements.
  3. 03Development financeDFI-aligned investment, concessional funding, catalytic capital and development-focused financing.
  4. 04Grants and donor fundinggrants, technical assistance, donor partnerships and institutional fundraising.
  5. 05Blended financecombinations of commercial capital, grants, concessional funding and public-sector support.
  6. 06Alternative and diaspora capitalcommunity investment, diaspora funding, crowdfunding and other pathways assessed against the proposed structure and applicable requirements.
  7. 07Public and institutional capitalfinancing involving sovereign, sub-sovereign, public or institutional participants, with attention to approvals and commitments.

We help compare the financial and legal consequences of the available routes. Capital providers make their own investment, credit and award decisions.

Capital Raising and Financing Transactions

Legal services for the financing transaction

Capital advisory and transaction execution need to support the same commercial objective.

Our legal work addresses the rights, commitments and implementation steps behind the proposed funding.

01

Equity investment, venture capital and convertible instruments

We advise founders, companies and investors on seed, venture capital and growth rounds.

The work covers term sheets, subscription agreements, shareholder agreements, disclosure and corporate approvals.

  • Review valuation provisions, dilution, board representation, reserved matters, information rights, investor protections and exit arrangements.
  • Assess convertible notes and simple agreements for future equity (SAFEs), including suitability, conversion terms and compatibility with existing company documents.
02

Loan agreements, guarantees and security

We prepare and negotiate loan and facility agreements, guarantees, indemnities and security documents.

  • Assess interest, fees, repayment, covenants, representations, default events and restrictions on business activity.
  • Address security creation, registration and release, escrow, drawdown conditions, intercreditor arrangements and required filings.
03

Project contracts, asset finance and securitisation

We review project entities, finance documents, construction and operating contracts, payment arrangements and security packages. Financial, tax and technical input is coordinated where needed.

  • For equipment and leasing, address title, delivery, maintenance, insurance, loss, recovery and termination.
  • For receivables and securitisation, assess assignments, transfer restrictions, payment rights, servicing, investor protections and relevant approvals.
04

Legal due diligence and disclosure

We review the records an investor or lender will examine, including ownership, capitalisation, corporate records, material contracts, intellectual property, employment, property interests and regulatory permissions.

  • Identify material gaps, agree remediation priorities and organise disclosure.
  • Advise investors and lenders on diligence findings and the protections to include in transaction documents.
05

Refinancing, restructuring and completion

We review creditor consents, priorities, guarantees, continuing obligations and the consequences of revised terms. Where distress affects the transaction, we assess implications for the company, directors and creditors and coordinate the relevant professional advice.

  • Prepare amendments, waivers, revised facilities and security changes.
  • Track signing, approvals, filings, conditions to funding, security steps and agreed actions after completion.

What your mandate can deliver

We agree the scope, responsibilities, fees and timetable before substantive work begins.

Depending on the instruction, deliverables can include:

  • A capital strategy and funding options assessment.
  • Financial models, valuation analysis, unit economics and return frameworks.
  • An investment memorandum, pitch materials and funder engagement plan.
  • Investor or lender mapping, a capital pipeline and engagement support.
  • A transaction structure note, data room and legal due diligence report.
  • Term sheets, subscription or facility agreements and shareholder agreements.
  • Project, grant, security, guarantee and intercreditor documentation.
  • Corporate approvals, a conditions checklist and completion record.
  • Investor reporting templates, KPI frameworks, governance documentation and follow-on capital plans.

How we work with you

01
Understand the objective. review what you need to fund, the amount, timing, existing commitments and transaction stage.
02
Define the mandate. agree the advisory and legal workstreams, deliverables, fees and responsible team members.
03
Prepare for funding. develop the financial and investment case, address legal gaps and organise the data room.
04
Engage and execute. support funder targeting, discussions, negotiation, due diligence, documentation and completion.
05
Support the next stage. organise reporting and governance obligations, then prepare for follow-on funding or refinancing where required.

Already have a term sheet, loan offer or grant agreement? Share the proposal and deadline so we can focus the review on the decisions you need to make.

Request a Funding Proposal Review

In this section

All pages in Capital Raising and Financing Transactions

Your legal team

Lawyers who advise on this work

Consultation

Discuss your capital raising and financing needs

Tell us what you are building, the funding you need, the stage you have reached and any approaching deadline. We will agree the advisory and legal support needed to move the matter forward.

+254 748 223 255counsel@gracenlaw.comMon–Fri 8am–6pm · Sat 9am–1pm

Communications are protected by legal professional privilege and never shared with third parties.

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Questions

Frequently asked questions

What is the first step before raising capital in Africa?

Start by defining the amount you need, what it will fund and when it is required. Review your business or project model, cash flow, ownership and existing commitments. Gracen Law helps turn that assessment into a funding strategy and a preparation plan before investor, lender or donor engagement begins.

How do I choose between equity, debt, grants and blended finance?

The choice depends on repayment capacity, growth stage, ownership preferences, project risk and funding eligibility. We compare the options using financial models and capital structuring analysis alongside the legal consequences. The aim is to understand dilution, control, repayment, security and reporting obligations before selecting a route.

What does investor readiness include, and can you help before we approach funders?

Yes. Readiness can include financial modelling, valuation logic, unit economics, investment materials, governance and a data room. The legal review addresses ownership, contracts, licences, intellectual property and other diligence issues. We prioritise material gaps and organise the information needed for a credible funding discussion.

Do you support blended finance and development finance mandates?

Yes. We help assess capital structures combining commercial debt or equity with grants, concessional funding, catalytic capital or public support. The work can include DFI positioning, financial preparation, risk allocation and alignment of funding conditions, impact expectations, governance and transaction documents.

Can you support grant funding and donor readiness?

Yes. We help assess eligibility, prepare the funding case and budgets, and organise governance and application materials. We also review award terms, co-funding, expenditure restrictions, reporting, audit rights, intellectual property and partner responsibilities, so your organisation understands the commitments it may accept.

Can you support institutions after capital has been raised?

Yes. An agreed mandate can include investor reporting, performance indicators, board documentation, shareholder communications and donor compliance. We help connect those processes with the signed funding agreements and maintain the records needed for follow-on funding, refinancing or future due diligence.

Do you work only with startups?

No. We advise growing and established businesses, project sponsors, cooperatives, SACCOs, funds, portfolio companies, social enterprises and nonprofits. Mandates can cover expansion, working capital, projects, acquisitions, strategic exits, grants, refinancing and capital restructuring, as well as early-stage investment.

When should I involve a capital raising and financing lawyer?

Seek advice before accepting terms that may affect ownership, repayment, guarantees, security or business decisions. Early involvement can identify gaps and existing consent requirements before negotiation. If you already have an offer, share the documents and deadline so we can assess the binding commitments and immediate priorities.

Can you review a term sheet, loan offer or grant agreement?

Yes. We review binding and indicative provisions, costs, conditions and negotiation points. Depending on the proposal, this includes valuation, dilution, exclusivity, investor rights, repayment, covenants, default, security, permitted use of funds and continuing obligations. We also assess how the proposal interacts with your existing agreements.

Do you advise investors and lenders as well as businesses raising funds?

Yes. We advise on due diligence, transaction structures, documentation and protections relevant to the client's role. Each engagement is subject to conflict checks and an agreed scope. The work may support an investor or lender assessing a proposal, or a business or institution seeking capital.

Can you help us identify and engage investors or lenders?

An agreed capital raising mandate can include investor and lender mapping, targeting, pipeline development, engagement materials and negotiation support. The relevant providers may include venture capital, private equity, family offices, strategic investors, banks and DFIs. We help structure the process and prepare the transaction; each funder decides whether to proceed.

Do you arrange or guarantee funding?

Our mandate can cover capital strategy, financial preparation, funder engagement, negotiations and legal execution. It does not guarantee an investment, loan or grant. The engagement defines the services and responsibilities involved, while funding remains subject to the relevant provider's assessment, approval and conditions.

Can you advise on funding involving international investors or lenders?

Yes. Our Nairobi team supports transactions involving international capital providers and financing across African markets. We assess structure, funding terms, approvals, security and completion requirements, and coordinate relevant local counsel and financial, tax or technical specialists where the transaction requires them.

What is the difference between capital raising and financing transactions?

Capital raising concerns obtaining funds for a business, project or institution. Financing transactions cover the structures and agreements through which funding is provided, including equity, loans, leases, receivables arrangements and project finance. Gracen Law connects the funding strategy with financial preparation, governance and legal implementation.

Can equity, debt and grants be combined?

Yes, where the funding terms and applicable requirements allow it. We help design the capital structure and align shareholder rights, repayment priorities, covenants, security, grant conditions and intercreditor arrangements. This includes reviewing whether one funding source restricts the use or availability of another.

When should refinancing or distressed financing be considered?

Seek advice when existing facilities no longer fit the business, a maturity or covenant issue is approaching, or new liquidity is needed under repayment pressure. We assess cash flow, creditor permissions, security priorities, guarantees and restructuring options before new commitments are made.

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