By Rob Morelli

Ask most lenders and they’ll tell you their appetite for deals hasn’t changed over the past year.

They’re still “open for business,” “putting money to work,” and “excited to support great companies.” And they’re not lying. In fact, if you dig into the numbers, you’ll find that private credit loan volumes have been steadily increasing since the Silicon Valley Bank collapse in March 2023. But dig a little deeper and you’ll see the real factors behind that growth: larger loans to fewer, higher-performing companies.

According to Hamilton Lane’s April 2025 analysis, there’s a $1.4 trillion gap between private equity buyout dry powder and credit origination dry powder as of Q3 2024. Add that to a $600 billion-plus maturity wall of performing loans through 2028, and we’re looking at a comfortably $2 trillion funding gap over that period. As a result, lenders are becoming extremely selective.

Capital is flowing to a narrower band of outperformers, while many CFOs are scrambling for access. This is a stark contrast to what most CFOs are hearing from lenders. The truth, in an economic and political environment that’s more uncertain than it was a year ago, is that preparation and timing matter more than ever. Underwriting is tighter, credit committees more risk-averse, and fewer loans are being made to companies that are not marquee names.

So if you’re not on the Fortune 500, do you have a chance at getting a loan for your business? Absolutely — if you’re prepared.

I’ve spent a decade in asset-backed finance, a decade building my own business, and have spent the last three years advising venture-backed companies as they navigate the debt landscape.

Below are my top five pieces of advice for CFOs looking to scale up their businesses.

Don’t need debt today? Then now’s the best time

The first rule of a smart debt strategy is counter-intuitive: The less you need it, the easier it is to get.

Lenders are most eager to work with companies that are growing and have plenty of runway. That’s especially true in uncertain markets like 2025. If you’re seeing quarter-over-quarter growth, have an acquisition in the works, or recently brought on a strong equity partner — now is the time to start your debt process. Don’t wait until you’re under pressure; that’s when your options shrink, terms tighten and timelines drag out.

Choose the right lender

Debt deals are multiyear commitments. They’re expensive to set up and can be even more expensive to unwind. Treat lender selection the same way you’d bring on an equity investor.

That means:

• Get references: Multiple data points if possible. Lenders may act differently today than they did two years ago.
• Understand their long-term goals: Can they support your growth objectives over the next two years? Five years? Or will you eventually need to replace them? Sometimes that’s a good thing, but make sure you know going in.
• Work with an experienced adviser: A good adviser will not only help you run an efficient process, but also steer you away from lenders who won’t “get there” with your model — saving you weeks or even months of wasted effort.

Don’t overdo your preparation

Each lender will have a different set of due diligence requirements, but there are common elements. You won’t need a full M&A-style data room, but be ready with these basics:

• Full year (two years ideally) and year-to-date financials
  • Income statement
  • Balance sheet
  • Cashflow statement
• Financial model with at least the next three (ideally five) years forecasted
• Cap table
• Corporate organizational documents

Have a nonconfidential teaser deck ready. Keep it brief and to the point; focus on the company overview, team, key financials and use of proceeds. Then, practice the pitch you’ll give alongside this presentation. You should be able to tell your story in under 20 minutes. Keep in mind that this is not an equity pitch. You do not need to convince anyone that you could be the next unicorn — just that you can repay the loan on time.

It’s important to note that time kills all deals. Make sure your calendar is clear and that you’re ready to respond quickly to due diligence requests. Do not play “hard to get.” The due diligence process is the first real opportunity you have for collaboration. You don’t want to be perceived as difficult to work with.

But know your numbers cold

Know the historical drivers of your business as well as you know yourself. How will these numbers change in the new economic or political environment? Have they started to change already? Consider both positives and negatives to paint a balanced picture.

Then you get to the fun stuff. What does your company look like with this fresh infusion of capital? What is the plan for its use? How will this capital unlock future growth opportunities?

Your financial projections post-successful raise need to strike the right balance. If you paint too conservative of a picture, you may not qualify for the loan you’re looking for. If you go too optimistic, lenders may underwrite to your stretch case and then use it to set tough covenants. Be realistic and be able to defend it.

Most importantly, show lenders how they get their money back without needing additional external capital. In 2025, fewer lenders are underwriting to your ability to raise equity or refinance your way out of this loan. Fundamentals are more important than momentum right now.

Strap in for a bumpy ride

Even in the best of times, debt processes can be unpredictable. You’ll hear “no” when you expect a “yes.”  You’ll get term sheets that don’t match your ask. You’ll wonder if the list of diligence questions will ever end.

Be prepared going in, make sure you’re working with the right people from the outset, and stay proactive. The more knowledgeable and responsive you are, the smoother the process will go — and the better your odds of landing the right deal, at the right time, with the right partner.

---

Rob Morelli is the chief operating officer of Overlap Holdings and head of Overlap’s Capital Solutions business. He began his career at UBS Investment Bank, where he rose to become head of syndicate and structuring for the firm’s mortgage and asset-backed structured products business. Morelli holds a bachelor’s degree from Cornell University.

 

By Rob Morelli

Ask most lenders and they’ll tell you their appetite for deals hasn’t changed over the past year.

They’re still “open for business,” “putting money to work,” and “excited to support great companies.” And they’re not lying. In fact, if you dig into the numbers, you’ll find that private credit loan volumes have been steadily increasing since the Silicon Valley Bank collapse in March 2023. But dig a little deeper and you’ll see the real factors behind that growth: larger loans to fewer, higher-performing companies.

According to Hamilton Lane’s April 2025 analysis, there’s a $1.4 trillion gap between private equity buyout dry powder and credit origination dry powder as of Q3 2024. Add that to a $600 billion-plus maturity wall of performing loans through 2028, and we’re looking at a comfortably $2 trillion funding gap over that period. As a result, lenders are becoming extremely selective.

Capital is flowing to a narrower band of outperformers, while many CFOs are scrambling for access. This is a stark contrast to what most CFOs are hearing from lenders. The truth, in an economic and political environment that’s more uncertain than it was a year ago, is that preparation and timing matter more than ever. Underwriting is tighter, credit committees more risk-averse, and fewer loans are being made to companies that are not marquee names.

So if you’re not on the Fortune 500, do you have a chance at getting a loan for your business? Absolutely — if you’re prepared.

I’ve spent a decade in asset-backed finance, a decade building my own business, and have spent the last three years advising venture-backed companies as they navigate the debt landscape.

Below are my top five pieces of advice for CFOs looking to scale up their businesses.

Don’t need debt today? Then now’s the best time

The first rule of a smart debt strategy is counter-intuitive: The less you need it, the easier it is to get.

Lenders are most eager to work with companies that are growing and have plenty of runway. That’s especially true in uncertain markets like 2025. If you’re seeing quarter-over-quarter growth, have an acquisition in the works, or recently brought on a strong equity partner — now is the time to start your debt process. Don’t wait until you’re under pressure; that’s when your options shrink, terms tighten and timelines drag out.

Choose the right lender

Debt deals are multiyear commitments. They’re expensive to set up and can be even more expensive to unwind. Treat lender selection the same way you’d bring on an equity investor.

That means:

• Get references: Multiple data points if possible. Lenders may act differently today than they did two years ago.
• Understand their long-term goals: Can they support your growth objectives over the next two years? Five years? Or will you eventually need to replace them? Sometimes that’s a good thing, but make sure you know going in.
• Work with an experienced adviser: A good adviser will not only help you run an efficient process, but also steer you away from lenders who won’t “get there” with your model — saving you weeks or even months of wasted effort.

Don’t overdo your preparation

Each lender will have a different set of due diligence requirements, but there are common elements. You won’t need a full M&A-style data room, but be ready with these basics:

• Full year (two years ideally) and year-to-date financials
  • Income statement
  • Balance sheet
  • Cashflow statement
• Financial model with at least the next three (ideally five) years forecasted
• Cap table
• Corporate organizational documents

Have a nonconfidential teaser deck ready. Keep it brief and to the point; focus on the company overview, team, key financials and use of proceeds. Then, practice the pitch you’ll give alongside this presentation. You should be able to tell your story in under 20 minutes. Keep in mind that this is not an equity pitch. You do not need to convince anyone that you could be the next unicorn — just that you can repay the loan on time.

It’s important to note that time kills all deals. Make sure your calendar is clear and that you’re ready to respond quickly to due diligence requests. Do not play “hard to get.” The due diligence process is the first real opportunity you have for collaboration. You don’t want to be perceived as difficult to work with.

But know your numbers cold

Know the historical drivers of your business as well as you know yourself. How will these numbers change in the new economic or political environment? Have they started to change already? Consider both positives and negatives to paint a balanced picture.

Then you get to the fun stuff. What does your company look like with this fresh infusion of capital? What is the plan for its use? How will this capital unlock future growth opportunities?

Your financial projections post-successful raise need to strike the right balance. If you paint too conservative of a picture, you may not qualify for the loan you’re looking for. If you go too optimistic, lenders may underwrite to your stretch case and then use it to set tough covenants. Be realistic and be able to defend it.

Most importantly, show lenders how they get their money back without needing additional external capital. In 2025, fewer lenders are underwriting to your ability to raise equity or refinance your way out of this loan. Fundamentals are more important than momentum right now.

Strap in for a bumpy ride

Even in the best of times, debt processes can be unpredictable. You’ll hear “no” when you expect a “yes.”  You’ll get term sheets that don’t match your ask. You’ll wonder if the list of diligence questions will ever end.

Be prepared going in, make sure you’re working with the right people from the outset, and stay proactive. The more knowledgeable and responsive you are, the smoother the process will go — and the better your odds of landing the right deal, at the right time, with the right partner.

---

Rob Morelli is the chief operating officer of Overlap Holdings and head of Overlap’s Capital Solutions business. He began his career at UBS Investment Bank, where he rose to become head of syndicate and structuring for the firm’s mortgage and asset-backed structured products business. Morelli holds a bachelor’s degree from Cornell University.