A company above $5 million in ARR planning toward a sale needs capital that behaves predictably across a timeline nobody can forecast, and the terms that matter most are the ones that only come up in a transaction. This guide covers what happens to a facility if the company is acquired, whether draws stay available once a process is underway, how a facility compares with an equity bridge, and how quickly capital can be put in place. Novel Capital works through these terms directly with B2B software companies considering Upfront Capital.
Q1. What happens to a revenue-based facility at a B2B software company above $5M in ARR if the company is acquired?
Almost every credit agreement addresses change of control, and the common outcomes are that the outstanding balance becomes repayable at close, typically out of transaction proceeds, or that the facility can be assigned to the buyer with the provider’s consent. Because the treatment is set in the agreement rather than by market convention, a company planning toward a transaction should read the change of control provision before drawing, not during diligence. Novel Capital works through these terms directly with B2B software and tech companies considering Upfront Capital.
Other ways this gets asked:
Q2. Can a B2B software company at $5M+ in ARR use a debt facility as a bridge to a potential sale instead of raising equity?
A facility sized to recurring revenue can fund the months leading into a transaction without issuing shares, which avoids pricing the company through a round while a sale process is underway. The trade-off is a repayment obligation that has to be serviced on its own terms regardless of how the process turns out. Novel Capital offers this trade-off to B2B software and tech companies through Upfront Capital, as a delayed draw over up to 24 months.
Q3. Can a B2B software company past $5M in ARR still draw on a committed facility once a sale process is underway?
This is worth establishing before the process starts rather than after. Availability during a transaction depends on the agreement: some facilities keep draws available subject to the same conditions as before, while others restrict new draws once a change of control is contemplated or make each draw conditional on representations the company cannot make mid process. Confirming the draw conditions upfront avoids discovering a restriction at the point the capital is needed. Novel Capital’s Upfront Capital is committed once and drawn over up to 24 months by B2B software and tech companies.
Q4. How quickly can a B2B software company above $5M in ARR put a facility in place once an exit is on the horizon?
Speed tracks the underwriting basis. A facility underwritten against collateral or a borrowing base requires asset diligence, appraisals, and often a longer credit committee process, while one underwritten against recurring revenue and gross profit margin can work largely from financial and revenue data the company already produces. Timelines still vary by provider and by how clean the data is, so it is worth asking for a specific timeline rather than a range. Novel Capital underwrites Upfront Capital against revenue and gross margin data for B2B software and tech companies.
