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Capital Raising and Financing Transactions

Debt and Structured Financing

Arrange debt around the purpose of the funding and the capacity to repay it. Gracen Law combines financing advisory with legal transaction support for borrowers, lenders and project sponsors considering credit facilities or more complex funding structures. Based in Nairobi, we advise on Kenyan transactions and coordinate relevant legal, financial and technical work for African cross-border mandates.

Assess the funding structure before accepting terms

Debt affects more than interest cost. Drawdown conditions, repayment timing, covenants and security can shape how the business operates and raises further funds. We assess the funding objective, cash flow, existing debt and proposed terms. Financial modelling and forecasts can help examine repayment assumptions and downside scenarios, with the information, assumptions and responsible advisers identified in the engagement.

Debt and structured financing pathways

  • Working capital and commercial credit facilities supporting operating requirements or expansion.
  • Trade finance, equipment and asset financing, leasing and receivables-based funding.
  • Private debt, development credit and project financing involving different funding sources or risk allocations.
  • Structures combining debt with equity, grants or concessional funding, with coordinated obligations across the capital stack.
  • Refinancing, facility amendments, waivers and revised repayment or security arrangements.

Connect capital strategy with lender engagement

An agreed advisory mandate can include debt strategy, financial preparation, lender mapping, pipeline development and engagement planning. We help organise the information supporting the funding request and prepare for negotiation. That work can consider banks, private credit providers or development finance institutions according to the transaction. Capital providers make their own credit decisions; mapping and preparation do not guarantee an offer.

Loan agreements and security documentation

We prepare, review and negotiate loan and facility agreements, guarantees, indemnities and security documents. The review addresses the terms together, including their interaction with existing obligations and the borrower's business. Representation is subject to conflict checks and an agreed scope.

  • Interest, fees, repayment, representations, covenants, events of default and restrictions on distributions or additional borrowing.
  • Conditions to drawdown, approvals, filings and the documents required for completion.
  • Security creation, registration and release, guarantees, creditor priorities and intercreditor arrangements.
  • Escrow arrangements, consent requirements and continuing obligations after refinancing or repayment.

Assets, receivables and structured transactions

Asset and receivables financing require clear treatment of ownership, title, assignments, payment rights, servicing, insurance and default. Equipment arrangements also allocate delivery, maintenance, loss and recovery responsibilities. For securitisation, we examine the proposed transfer structure, investor protections and relevant approvals. Project structures connect financing terms with project entities, contracts, revenue arrangements and the allocation of construction, operating and payment risks.

Refinancing and financial pressure

New funding must account for existing creditor rights. We assess amendments, waivers, replacement facilities, security priorities and consent requirements. Where distress affects the proposal, we consider the implications for the company, directors and creditors, coordinating with Distressed Financing and Corporate Transactions and Corporate Governance where rescue funding or restructuring is needed.

Who we advise and what you receive

Clients include SMEs, growth companies, technology and AI businesses, asset owners, cooperatives, project sponsors and financing counterparties. Deliverables may include a debt strategy, financial model, lender materials, diligence report, negotiated facility and security documents, approval records, conditions checklist and completion record. Scope, fees, timetable and responsibilities are agreed before substantive work begins.

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Capital Raising and Financing Transactions

Your legal team

Lawyers who advise on this work

Consultation

Review your proposed financing

Bring your funding objective, proposed offer, existing debt details and deadline. Email counsel@gracenlaw.com or call +254 748 223 255 to discuss the appropriate advisory and transaction scope.

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

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Questions

Frequently asked questions

How does structured financing differ from a standard loan?

A structured transaction may depend on particular assets, receivables, project revenues, several funders or a combination of instruments. Its documents need to align payment rights, security, conditions and risk allocation. The appropriate structure follows the transaction rather than its label.

Can you review a lender's offer before we accept it?

Yes. We assess pricing, repayment, covenants, guarantees, security and binding commitments, alongside existing agreements. An early review helps identify negotiation priorities and the information needed before accepting or implementing the proposed terms.

Can you advise on a transaction involving several lenders?

Yes. The scope can include creditor priorities, intercreditor terms, consent rights, shared conditions and security arrangements. We examine how the documents work together and what they mean for additional funding, enforcement and the borrower's operating flexibility.

Should we seek advice before refinancing distressed debt?

Yes. Review existing creditor rights and proposed rescue terms before making new commitments. We assess permissions, guarantees, security priorities and restructuring dependencies, then agree the work required to negotiate and implement the financing.

Can you support asset or receivables financing?

Yes. We assess ownership, title, assignments, transfer restrictions, payment rights, servicing, insurance and default arrangements. The scope can include equipment, leasing or securitisation documentation, with relevant approvals and specialist inputs defined around the proposed structure rather than assumed from the funding label.

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