Debt, Equity, or Preferred Equity? Structuring Capital to Match Business Strategy

By Peter VanPutte, on June 25th, 2025

When it comes to raising capital, there’s no one-size-fits-all approach. The right financing strategy depends on a business’s current needs, risk tolerance, long-term goals—and sometimes, even industry norms. Choosing between debt and equity financing is one of the most fundamental decisions a business will make. For some, the answer may be a combination of both—or even the addition of preferred equity as a strategic layer.

In today’s environment of economic uncertainty and rising capital costs, understanding the nuances of each financing option has never been more critical.

Debt vs. Equity: Understanding the Fundamentals

Debt Financing involves borrowing money that must be repaid over time, typically with interest. Common sources include banks, private lenders, or bond issuance. A key advantage of debt is that it allows owners to maintain control of the business. However, it requires consistent repayment, which can strain cash flow—especially for early-stage or cyclical businesses.

Example: A restaurant secures a $500,000 loan to renovate its space, agreeing to repay the amount over five years with fixed monthly payments.

Equity Financing, on the other hand, involves raising capital by selling ownership shares in the business. While it does not require repayment, it dilutes ownership and often comes with investor involvement in strategic decisions. Equity investors typically expect aggressive growth, scalable operations, and a defined exit strategy.

Example: A software company raises $2 million in venture capital in exchange for a 20% equity stake, with the investors actively advising on product development and scaling strategy.

What Investors and Lenders Expect

Each type of capital comes with its own set of expectations.

  • Equity investors seek returns through growth and eventual liquidity—whether through a sale, IPO, or secondary transaction. They often want visibility into operations and input on decision-making.
  • Debt lenders, by contrast, focus on repayment ability. Their interest lies in cash flow stability and collateral coverage, not necessarily long-term upside.

Example: A healthcare startup may need to prepare detailed financial projections and growth milestones to convince a venture capital firm of its potential, while also maintaining strong cash flow metrics to secure a line of credit from a bank.

Structuring the Right Mix

The decision between debt and equity should be driven by more than just current financial need. Businesses must evaluate:

  • Capital requirements
  • Cash flow predictability
  • Risk appetite
  • Time horizon for growth or exit
  • Ownership and control preferences

Example: A SaaS company may strategically blend revenue-based financing with equity capital to fund its expansion without giving up too much control early on.

The Middle Ground: Preferred Equity

For businesses looking for an alternative to traditional debt or common equity, preferred equity can provide a hybrid solution. Most commonly used in commercial real estate and private investments, preferred equity sits between debt and common equity in the capital stack.

Key Characteristics of Preferred Equity:

  • Priority in Returns: Paid before common equity in distributions or liquidation.
  • Fixed Return: Often structured with an annual preferred return, such as 8%.
  • No Voting Rights: Typically doesn’t influence company decisions.
  • Subordinated to Debt: In a default scenario, preferred equity holders are paid after debt holders but before common shareholders.
  • Upside Potential: Some preferred equity structures allow holders to participate in profits once certain thresholds (known as waterfalls) are met.

Risks to Consider:

  • No guaranteed return—returns depend on the performance of the business.
  • Higher risk than debt—since preferred equity is junior to all loans in the event of liquidation.

Preferred equity can be an attractive option for business owners who want flexible capital without the pressure of monthly repayments, while also limiting dilution compared to common equity.

Bottom Line: Align Capital with Strategy

Ultimately, the capital you choose should align with your business strategy, not just your immediate funding needs. The most effective financing plans are those that take a long-term view—accounting for risk, growth potential, operational control, and stakeholder expectations. Whether you’re seeking to grow, restructure, or scale, understanding your financing options empowers you to make decisions that support sustainable success.

How Commercial Capital Partners Can Help

With over 30 years of experience in banking and commercial lending, Commercial Capital Partners (CCP) provides expert guidance to help businesses secure the right financing. We streamline the loan process and tailor solutions to meet your needs.

Need Capital? Apply HEREWant to discuss your options? Contact Pete VanPutte at pvanputte@tbgcappartners.com or (585) 259-5181.

This material has been prepared for general, informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. Should you require any such advice, please contact us directly. The information contained herein does not create, and your review or use of the information does not constitute, an accountant-client relationship.

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Written By

Peter Vanputte July 2024
Peter VanPutte
Managing Director
Insights

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