By JK Capital | August 2026
Companies often begin raising debt when the capital already has a purpose and a deadline. An acquisition has been signed, construction must begin or a significant debt is approaching maturity. At that point, time works in the creditor’s favour. The less time available, the less ability the company has to compare proposals, adjust the structure and wait for a better market window.
Debt preparation should begin earlier. Not because every company must always be ready to issue a debenture, but because organized information, defensible projections and well-understood contracts improve any negotiation, including with a relationship bank.
Investors buy repayment capacity
A well-prepared commercial presentation helps, but it does not replace cash flow analysis. Creditors want to understand where repayment will come from, what could interrupt that cash generation and what protection they will have if the plan does not materialize. Revenue growth alone does not answer those questions.
Margins, conversion of earnings into cash, working capital requirements, customer concentration, supplier dependency, foreign-exchange exposure and execution history all influence the decision. In seasonal companies, the monthly calendar may matter more than the annual figure. In rapidly expanding businesses, the distinction between growth and cash consumption must be clear.
Projections must be consistent with historical performance. Aggressive assumptions without explanation reduce confidence and lead investors to use their own, usually more conservative, scenario. It is better to present the risks and explain how they will be managed than to try to remove them from the materials.
Financial information is part of the structure
Audited financial statements, consistent management reporting and reconciliation between accounting and operating figures shorten due diligence. Late reports, conflicting debt figures or questions about related companies slow the process. In credit, delays also carry a cost: markets may change, debt may move closer to maturity and the company may end up accepting a more restrictive solution.
CVM Resolution 160 introduced different procedures for public offerings and expanded automatic registration in certain cases. It did not eliminate the need for documentation. Regulatory speed only produces a fast fundraising process when the issuer, advisers and documents are ready.
Covenants must reflect real life
Financial clauses protect creditors and bring predictability to the relationship. Problems arise when they are negotiated without testing the company’s plan. A leverage limit may appear comfortable at signing and then be breached by an acquisition, a seasonal fluctuation or a delay in an investment that was already anticipated.
Testing must consider scenarios, not only the base budget. What happens to the indicators if margins decline, working capital consumes more cash or expansion is delayed by six months? How much headroom remains? How does the agreement treat acquisitions, dividends, new collateral and corporate reorganizations?
After the credit events of 2023, investors increased their focus on governance, transparency and the quality of contractual protections. The market continued to grow, but that does not mean greater tolerance for weak information. In 2025, offerings reached a record and secondary trading in debentures also increased. More liquidity broadens the market; it does not eliminate risk selection.
Collateral does not fix a poor structure
Good collateral can reduce creditor losses and improve transaction terms. Even so, healthy debt should be repaid from the business’s cash flow. Real estate, receivables, shares in subsidiaries and controlled accounts must be assessed according to their effect on the company’s future flexibility.
Offering everything in the first financing may make the current transaction cheaper and the next one more expensive. Conversely, refusing collateral when the company is still unfamiliar to the market may block access or raise the cost too far. The discussion should consider the financing journey, not only the present agreement.
Preparation increases freedom of choice
A financeable company understands its debt, maintains updated projections, organizes documents and can explain its risks directly. It also knows how much it intends to raise, how the funds will be used and which commitments it can undertake. This work makes it possible to approach different creditors with the same information base and compare proposals fairly.
The most important effect is time. With sufficient lead time, the company can correct inconsistencies, renegotiate maturities, release collateral and choose the market window. Without it, the process becomes a race to close whichever alternative is available.
Debt advisory begins with this preparation. Before distributing an opportunity, it is necessary to understand the business, organize the credit story and design a structure that can withstand less favourable scenarios. When this is done, the company does not approach the market merely asking for capital. It arrives ready to negotiate.
Sources
ANBIMA, “Ofertas no mercado de capitais atingem R$ 838,8 bilhões e batem recorde em 2025,” January 22, 2026; ANBIMA, “Mercado de capitais registra recorde no primeiro trimestre de 2026,” April 23, 2026; CVM Resolution 160 of July 13, 2022, consolidated text.
Informational content; it does not constitute an investment recommendation.