Equity

Structured Equity & Down-Round Advisory

Bridges, structured rounds and down-round navigation for companies priced in a different market.

Structured Equity & Down-Round AdvisoryImage · Structured Equity & Down-Round Advisory
Overview

A quarter of growth-stage financings are now down rounds, and the structure — liquidation preferences, pay-to-play, recapitalisations — often matters more than the headline price. Matchpoint advises founders and boards on structured equity: bridge instruments, preferred terms, investor negotiations and the mathematics of dilution, so the company raises what it needs without giving the next round away.

As part of our Equity practice, Matchpoint Partners has originated and led $2+ billion of transactions across four continents, and every equity mandate is led by a partner, from first call to close.

The central mandate decision. Compare the real economic cost of a lower headline valuation with the cost of preferences, anti-dilution, pay-to-play, warrants or other structured protections. Founders and boards need the complete exit waterfall before choosing terms.

What capital providers or counterparties will test

Runway, revenue and margin trajectory, existing preference stack, investor rights, covenant capacity, cap-table accuracy, downside exit values and the availability of debt, strategic capital or shareholder liquidity alternatives.

How the mandate is structured

A bridge, preferred round, recapitalisation or down round can preserve different forms of optionality. The structure should fund a defined milestone while keeping governance and liquidation outcomes intelligible to the next investor.

Execution priorities

Model each proposal across multiple exit values, document the board rationale and negotiate the economic package as a whole rather than focusing only on the stated pre-money valuation.

Prepare before approaching the market

  • Fully diluted cap table and existing rights
  • Runway and milestone financing model
  • Exit-waterfall comparison for every proposed term sheet
  • Board decision paper covering alternatives and conflicts
How Matchpoint helps

Our role on structured equity & down-round advisory mandates

  • Bridge and structured-round design
  • Preference, pay-to-play and recap negotiation
  • Dilution and waterfall modelling for founders and boards
  • Alternative paths: venture debt, secondaries, strategic capital
Track record

Select transactions

Representative equity mandates led by Matchpoint partners.

Real Estate · UAE
$320m

Project capital raise — equity & debt for a named UAE project.

Project Finance Adviser · UAE
Real Estate · UAE
$300m

Equity raise across six projects; private credit in parallel.

Capital Raise Adviser · UAE
Healthcare · India
$50m

Series-D raise for a tertiary healthcare hospital group.

Capital Raise Adviser · Asia
Questions, answered

Structured Equity & Down-Round Advisory — frequently asked questions

A clean down round often beats a structured flat round — 2–3x preferences can cost more than a lower price; we model both before you choose.

Sometimes — venture debt, revenue-based instruments or a strategic investor can bridge to a better market; the analysis is deal-specific.

No — a clean down round often costs founders less than a structured flat round, because 2–3x liquidation preferences and pay-to-play terms can take more value than a lower headline price.

Roughly a quarter of growth-stage financings in recent quarters — they are a market condition, not a verdict on the company.

Venture debt, revenue-based instruments, insider bridges and strategic investors can bridge to a better market — the right answer depends on runway, growth and existing preferences.

Matchpoint prepares your equity story and investor materials, maps your raise against a curated base of PE funds, family offices, SWFs, VCs and strategic investors, and runs the process to close. Typical equity tickets range from USD 5m to USD 300m.

Assess the adviser against the transaction size, sector and geography; the quality of its investor-screening method; senior involvement; preparation capability; conflicts; process reporting; fee transparency; and its ability to support diligence and term-sheet comparison. Ask to see the proposed deliverables and qualification fields before any outreach begins.

The target list should record each investor's sector, stage, geography, cheque size, preferred instrument, governance requirements, relevant portfolio or transaction evidence, conflicts, relationship route and the reason the investor fits the mandate. It should be prioritised and updated as feedback is received.

Venture capital funds early-stage, high-growth companies (seed to Series C) for minority equity, while private equity backs more established businesses via growth equity, buy-outs or minority stakes. We raise both, matching the investor to your stage and sector.

Yes. We support founders from MVP traction through growth rounds — building the pitch, model and go-to-market narrative, then introducing the company to seed and growth-stage investors across MENA and India.

Engagements ordinarily combine a retainer with a success fee. Terms are agreed in writing before work begins and calibrated to the mandate’s size, scope and complexity.

Most mandates reach a first term sheet within 30 days, depending on diligence readiness and structure; closing follows once terms are agreed.

A short, confidential scoping call and NDA; we structure the requirement and prepare materials, then run a competitive process across our 5,000+ investor and lender relationships, and negotiate to close — with a partner leading at every step.

Matchpoint Partners is based in the UAE and runs cross-border mandates across the UAE, KSA, India and the UK, with active deal activity in wider Europe, Singapore and the United States.

Matchpoint undertakes corporate finance, financing, M&A and fund-placement mandates from USD 5m upwards, subject to mandate fit, diligence, applicable regulation, capacity and a written engagement. The partner team has originated and led $2+ billion of transactions.

Use the enquiry form, email contact@matchpoint-partners.com, or call/WhatsApp +971 55 345 6487. Every mandate is led by a partner from the very first conversation.

Yes. Confidential information is handled under the engagement terms and any applicable non-disclosure agreement.

Interested in structured equity & down-round advisory?

Tell us your requirement and a partner will respond personally.

Capital markets ecosystem

Investment roles, structures and decision criteria

Explore the participants and transaction options relevant to this practice. Each entry sets out a discussion scope, decision checks, a paid engagement starting point and the specialist responsibilities to confirm.

Private Capital

Preferred EquityCME-149 · Private Capital · Asset Class
Ecosystem role
Asset Class
Related asset class
Private markets
Instrument context
Equity or debt

Mandate context: equity, credit and private-company investment strategies. The structure and rights are established by the specific transaction documents.

Decision focus: Economic exposure and downside assumptions.

  • Underlying business or borrower evidence
  • Cash-flow rights, leverage and valuation
  • Liquidity, governance and exit or repayment routes

Scope to discuss: Private-markets portfolio strategy, manager selection, diligence and transaction access.

Paid engagement entry point: allocation and market-opportunity study; followed by manager or asset screening and diligence.

Illustrative GCC scenario: An illustrative GCC private-capital comparison can evaluate equity and credit exposures on a consistent set of cash-flow, governance and liquidity assumptions. This is a hypothetical decision example.

What should be agreed before a mandate involving Preferred Equity?

Define the investment or transaction objective, the authorised decision-maker, the evidence available, the requested deliverables and the next approval. Use the decision checks above to identify gaps; agree the workplan, delivery responsibilities and fee terms in writing.

Delivery and specialist boundary: Confirm decision authority, evidence access, conflicts, scope and applicable jurisdiction-specific permissions before execution. Legal, tax, fund-marketing, securities and Shariah questions require the relevant appointed specialist. Capital availability, investment returns and execution dates remain subject to assessment.

Discuss a paid scope
Structured EquityCME-150 · Private Capital · Asset Class
Ecosystem role
Asset Class
Related asset class
Private markets
Instrument context
Equity or debt

Mandate context: equity, credit and private-company investment strategies. The structure and rights are established by the specific transaction documents.

Decision focus: Economic exposure and downside assumptions.

  • Underlying business or borrower evidence
  • Cash-flow rights, leverage and valuation
  • Liquidity, governance and exit or repayment routes

Scope to discuss: Private-markets portfolio strategy, manager selection, diligence and transaction access.

Paid engagement entry point: allocation and market-opportunity study; followed by manager or asset screening and diligence.

Illustrative GCC scenario: An illustrative GCC private-capital comparison can evaluate equity and credit exposures on a consistent set of cash-flow, governance and liquidity assumptions. This is a hypothetical decision example.

What should be agreed before a mandate involving Structured Equity?

Define the investment or transaction objective, the authorised decision-maker, the evidence available, the requested deliverables and the next approval. Use the decision checks above to identify gaps; agree the workplan, delivery responsibilities and fee terms in writing.

Delivery and specialist boundary: Confirm decision authority, evidence access, conflicts, scope and applicable jurisdiction-specific permissions before execution. Legal, tax, fund-marketing, securities and Shariah questions require the relevant appointed specialist. Capital availability, investment returns and execution dates remain subject to assessment.

Discuss a paid scope

Equity and Hybrid Capital

Participating Preferred EquityCME-192 · Equity and Hybrid Capital · Funding Instrument
Ecosystem role
Funding Instrument
Related asset class
Private equity
Instrument context
Equity or hybrid

Mandate context: equity raises, founder financing and growth investment. The structure and rights are established by the specific transaction documents.

Decision focus: Ownership economics across alternative structures.

  • Cash-flow rights, conversion and dilution
  • Governance, preferences and contingent payments
  • Valuation, exit and specialist documentation

Scope to discuss: Capital-structure design, financing options analysis and execution support.

Paid engagement entry point: financing-options and term-sheet assessment; followed by lender or investor process execution.

Illustrative GCC scenario: An illustrative UAE investment can compare ordinary, preferred or convertible terms using the same ownership, cash-flow and exit scenarios; actual rights depend on the documents. This is a hypothetical decision example.

What should be agreed before a mandate involving Participating Preferred Equity?

Define the investment or transaction objective, the authorised decision-maker, the evidence available, the requested deliverables and the next approval. Use the decision checks above to identify gaps; agree the workplan, delivery responsibilities and fee terms in writing.

Delivery and specialist boundary: Confirm decision authority, evidence access, conflicts, scope and applicable jurisdiction-specific permissions before execution. Legal, tax, fund-marketing, securities and Shariah questions require the relevant appointed specialist. Capital availability, investment returns and execution dates remain subject to assessment.

Discuss a paid scope
Redeemable Preferred EquityCME-193 · Equity and Hybrid Capital · Funding Instrument
Ecosystem role
Funding Instrument
Related asset class
Private equity
Instrument context
Equity or hybrid

Mandate context: equity raises, founder financing and growth investment. The structure and rights are established by the specific transaction documents.

Decision focus: Ownership economics across alternative structures.

  • Cash-flow rights, conversion and dilution
  • Governance, preferences and contingent payments
  • Valuation, exit and specialist documentation

Scope to discuss: Capital-structure design, financing options analysis and execution support.

Paid engagement entry point: financing-options and term-sheet assessment; followed by lender or investor process execution.

Illustrative GCC scenario: An illustrative UAE investment can compare ordinary, preferred or convertible terms using the same ownership, cash-flow and exit scenarios; actual rights depend on the documents. This is a hypothetical decision example.

What should be agreed before a mandate involving Redeemable Preferred Equity?

Define the investment or transaction objective, the authorised decision-maker, the evidence available, the requested deliverables and the next approval. Use the decision checks above to identify gaps; agree the workplan, delivery responsibilities and fee terms in writing.

Delivery and specialist boundary: Confirm decision authority, evidence access, conflicts, scope and applicable jurisdiction-specific permissions before execution. Legal, tax, fund-marketing, securities and Shariah questions require the relevant appointed specialist. Capital availability, investment returns and execution dates remain subject to assessment.

Discuss a paid scope
Convertible Preferred EquityCME-194 · Equity and Hybrid Capital · Funding Instrument
Ecosystem role
Funding Instrument
Related asset class
Private equity
Instrument context
Equity or hybrid

Mandate context: equity raises, founder financing and growth investment. The structure and rights are established by the specific transaction documents.

Decision focus: Ownership economics across alternative structures.

  • Cash-flow rights, conversion and dilution
  • Governance, preferences and contingent payments
  • Valuation, exit and specialist documentation

Scope to discuss: Capital-structure design, financing options analysis and execution support.

Paid engagement entry point: financing-options and term-sheet assessment; followed by lender or investor process execution.

Illustrative GCC scenario: An illustrative UAE investment can compare ordinary, preferred or convertible terms using the same ownership, cash-flow and exit scenarios; actual rights depend on the documents. This is a hypothetical decision example.

What should be agreed before a mandate involving Convertible Preferred Equity?

Define the investment or transaction objective, the authorised decision-maker, the evidence available, the requested deliverables and the next approval. Use the decision checks above to identify gaps; agree the workplan, delivery responsibilities and fee terms in writing.

Delivery and specialist boundary: Confirm decision authority, evidence access, conflicts, scope and applicable jurisdiction-specific permissions before execution. Legal, tax, fund-marketing, securities and Shariah questions require the relevant appointed specialist. Capital availability, investment returns and execution dates remain subject to assessment.

Discuss a paid scope

Further reading on diligence, market frameworks and applicable requirements. These resources do not verify an individual mandate or Matchpoint permission.

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