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Venture Debt Demystified:Beyond TraditionalPrivate Credit Portfolio Valuation and Fund Advisory Services—May 2025 A Booming MarketFueled by Innovationand Growth In today’s dynamic capital markets, venture debt hasemerged as an essential financing tool for high-growthcompanies, offering flexible, minimally dilutive capitalthat can fuel rapid expansion. According to PitchBook-NVCA VentureMonitor, venture debt deal activity surged toan all-time high of $58.7billion in 2024, representing a 119.3% increase from2023, underscoring a growing appetite forinnovative financing solutions for startups.(1) Venture Debt Demystified: Beyond Traditional Private CreditMay 2025 Venture Debt As firms look to scale quickly while minimizing potentialequity dilution, they are increasingly turning to venturedebt to complement traditional equity funding.While venture debt was historically concentrated inpost-revenue startups, it has since expanded acrossthe company lifecycle—from early-stage growth tomature, late-stage businesses. Large credit funds andtechnology-focused growth private equity firms areactively incorporating venture debt into their diversifiedplatforms, enhancing deal origination, diversifyingyield sources, and deepening relationships with limitedpartners. This strategic diversification reflects theevolution of venture debt into a sophisticated financingstrategy that balances risk and return. 2024 MARKS RECORD YEARFOR VENTURE DEBT Venture debt deal activity Venture-Growth Loans OutpaceAll Other Stages VENTURE DEBT DEALCOUNT BY STAGE Key Takeaways This paper exploresvaluation nuances thatdistinguish venturedebt from traditionalprivate credit. We willdecode the unique keyperformance indicators(KPIs), risk profiles, andinvestment structuresthat define this assetclass, highlighting keyvaluation considerationsand challenges forinvestors and financeprofessionals seeking tounderstand and navigatethis evolving market. Record-breaking growth in venture debt activity highlights marketdynamism. Venture debt allows companies to scale with minimal dilutioncompared to equity financing, though structuring considerationssuch as warrant coverage can impact overall ownership economics. Institutional investors are increasingly adopting venture debt todiversify yield and capture opportunities in underserved segments. Venture debt is characterized by forward-looking valuation metrics,specialized underwriting, multicomponent structures, adaptablecovenants, and flexible structure. Venture Debt Demystified: Beyond Traditional Private CreditMay 2025 Why Venture Debt, Why Now? Several forces are converging to drive record levelsof venture debt activity. LP Appetite for Shorter DurationWith liquidity constraints and rising interest rates,limited partners are favoring credit strategiesthat generate current income and reduce J-curveexposure. Venture debt offers a compellingcomplement to long-duration equity bets. KPIs, Investment Structures,and Risk Profiles Valuing venture debt is different from valuing traditionalprivate credit. Although both asset classes utilizefinancial metrics that evolve over time, the natureand sensitivity of these KPIs differ significantly. Valuation Preservation Amid Delayed ExitsWith IPO timelines and extended market uncertaintypersisting, venture debt can help extend acompany’s runway and defer equity dilution, offeringstrategic flexibility between equity rounds. That said,fair value reporting must continue to reflect updatedmarket conditions and company performance. For venture debt, the focus is on dynamic, forward-looking KPIs such as revenue growth, annual recurringrevenue, burn rate, runway, customer acquisition, andretention metrics. Venture debt may not be suited forall businesses, particularly those without predictablerecurring revenue, sponsor support, or a clear path tofuture funding or profitability. Despite their forward-looking nature, these KPIs must still be supported bytrailing performance data, contractual visibility, andsponsor insights to ensure valuation rigor. Speed and Flexibility Depending on the deal complexity and capitalstructure, venture debt transactions can often beexecuted faster than priced equity rounds, providingcompanies with timely capital while avoidinggovernance dilution and lengthy negotiations. Alternative measures, such as loan-to-value analysisor coverage metrics based on revenue, gross margin,or cash burn, are often more relevant for venture debtthan traditional EBITDA coverage. While these metricsare rooted in historical performance, they are typicallyused to assess future runway, scalability, and capitalneeds. In contrast, traditional private credit typicallyemphasizes well-established metrics such as EBITDAcoverage, collateral ratios, and debt service coverage,which are geared toward evaluating stable cash flowsand historical financial health. Structuring Innovation Lenders are deploying advanced features—syntheticPIKs (e.g., deferred inter