Capital Stack Simulation Through Corporate Life Cycle

Let’s run a capital stack simulation through a company’s lifecycle, from startup to distress, using realistic transitions seen in Asian corporate behavior.

We’ll use simplified numbers but preserve structural accuracy and real-world patterns.


Case Simulation: “F&B Asia Co.” (A Pan-Asian Consumer Food Brand)

Jurisdictions Involved:

Singapore HQ, China production, Indonesia & India distribution.


Stage 1: Start-Up Phase (Year 1–2)

Capital RaisedAmount (USD mn)Instrument
Founder Equity$2Common Shares
Angel / Seed Investors$3Convertible Notes (0% coupon, convert at Series A discount)

Capital Stack at End of Year 2:

LayerAmountNotes
Convertible Notes$3Debt form, but intended for equity conversion
Common Equity$2Founder shares

Stage 2: Growth Phase (Year 3–5)

  • Series A & B Equity Raises:
    Raised $20mn from VCs at Year 3; Series B $50mn at Year 5.
  • Bank Debt Introduced:
    Secured $10mn working capital loan from DBS Singapore (secured against inventory).

Capital Stack at End of Year 5:

LayerAmountNotes
Secured Bank Loan$10Working capital facility
Convertible Notes$3Now converted into equity (Series A round)
Series A Equity$20Preferred equity with anti-dilution
Series B Equity$50Preferred equity, participating with 1x liquidation preference
Founder Equity$2Diluted ownership

Stage 3: Maturity Phase (Year 6–8)

  • Cash Flows Improve → Moves to Capital Markets
  • Issues $100mn 5-year bonds at 5% coupon (Unsecured)
  • Launches $50mn perpetual bonds to fund overseas expansion (treated as equity in accounts)

Capital Stack at End of Year 8:

LayerAmountNotes
Secured Bank Loan$10Same as before
Unsecured Bonds$100Publicly traded debt
Perpetual Bonds$50Quasi-equity, no maturity, coupon deferrable
Series A & B Preferred Equity$70Still on books
Common Equity (Founders, early investors)$5Diluted stake

Stage 4: Early Decline Phase (Year 9–10)

Scenario:

  • China food safety scandal hits sales.
  • Cash flows weaken; bond yields widen from 5% to 12% in secondary market.
  • Perpetual bond coupons are deferred to preserve cash.

Actions:

  • Issues Mezzanine Debt $30mn (12% coupon + equity warrants) to bridge liquidity gap.
  • No new equity raised to avoid down-round dilution.

Capital Stack at End of Year 10:

LayerAmountNotes
Secured Bank Loan$10Senior
Unsecured Bonds$100Maturing in 2 years
Mezzanine Debt$30Subordinated, with warrants (5% potential equity dilution)
Perpetual Bonds$50Coupons deferred, market discounting to 60 cents on dollar
Preferred Equity$70Still on books
Common Equity$5Almost wiped out in market perception

Stage 5: Decline Phase (Year 11–12)

Scenario:

  • Bonds downgraded to junk (CCC).
  • Banks refuse to roll over working capital lines.
  • Customers shift to competitors; EBITDA declines by 40%.

Actions:

  • Initiates debt restructuring talks.
  • Offers to exchange unsecured bonds for new CoCo bonds (contingent convertibles with write-down triggers).
  • Prepares for equity recapitalization via private placement to a PE fund.

Capital Stack at End of Year 12 (Post-Restructuring Proposal):

LayerAmountNotes
Secured Bank Loan$10Remains senior
New CoCo Bonds$80Replaced $100mn bonds; now convert to equity if coverage ratio <1.5x
Mezzanine Debt$30Still outstanding, warrants likely in the money
Perpetual Bonds$50Still deferred, trading at 30% face value
Preferred Equity$70Out-of-the-money due to debt overhang
New Equity Injection$20PE-led rescue financing
Common Equity$5 → Diluted to <$1mn equivalent

Stage 6: Distressed / Restructured Phase (Year 13–14)

Outcome:

  • Debt converted into equity; prior equity almost wiped out.
  • New capital structure dominated by former creditors.
LayerAmountNotes
Secured Debt$10Only unchanged part
Perpetual Bonds$20Reduced via haircut
New Equity$80Former bondholders now majority owners
Residual Common Equity<$1Founder stake almost zero

Key Takeaways

PhaseCapital StrategyReal-World Analogs
StartupFounder equity + convertiblesGrab, Carousell early funding rounds
GrowthVC preferred + bank debtGoJek, Zomato pre-IPO
MaturityBonds + perps to optimize WACCTSMC, Reliance Industries
Early DeclineMezzanine + hybrid deferralsLippo Karawaci
DeclineCoCo restructuring + PE rescueNoble Group, Huarong
DistressDebt-for-equity swapsHin Leong, Greensill parallels

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