Short answer: Refinance while the company is healthy enough to create competition, not when a maturity or covenant deadline has removed your options. Compare an incumbent amendment, a full bank switch and a second-lender structure on usable liquidity, total cost, repayment, covenants, security and execution risk. The lowest margin is not always the best facility.

Owners and CFOs usually start this discussion for a good reason: the company has grown, the working-capital cycle has stretched, an acquisition or investment is approaching, or the existing bank facility now costs more and permits less than the business needs. This is a financing optimization decision for a healthy Dutch company, not a guide to rescuing a business that cannot meet its obligations.

The Netherlands remains a bank-led market, but it is no longer a bank-only market. As of September 2026, the latest CBS Financing Monitor 2025 shows companies considering bank loans, current-account facilities, leasing, private loans, subordinated debt, factoring and crowdfunding. DNB's first combined survey of bank and non-bank SME finance found that banks were still the principal providers at the end of 2024, while non-bank lenders had a larger role at the smallest ticket sizes. For Dutch mid-sized companies, the practical question is which lender or combination of lenders fits the cash flow, assets, ownership and next three to five years.

This article is Netherlands-only. If the borrowing company is in India, use Alehar's separate guide to refinancing company bank debt in India. For the wider Dutch advisory context, see Alehar's Netherlands country page.

Decide what the refinancing must fix

“Better terms” is not a refinancing objective. Write down the commercial constraint, the required change and the walk-away position before asking any lender for a proposal. A company that only asks for a lower rate invites a narrow price discussion. A company that shows why its current structure no longer matches the business can negotiate the whole facility.

Current constraint Refinancing objective Evidence the lender will expect
The margin or recurring fees are too high Reduce all-in annual cost without shortening tenor or adding restrictive terms Current loan documents, utilization history, benchmark, margin, fees and early-repayment cost
The term loan amortizes faster than cash generation Extend tenor or reshape amortization around sustainable free cash flow Monthly debt service after tax, maintenance capex and working-capital movements
The overdraft or revolving line is full during normal trading Increase usable seasonal liquidity, not just the printed limit Receivable and inventory aging, borrowing-base calculations, seasonality and peak utilization
Covenant headroom is too narrow Reset definitions or thresholds around a credible base and downside case Historical and forecast calculations using the executed covenant definitions
One lender's security blocks a new investment or acquisition facility Limit the security perimeter or agree a workable ranking and intercreditor structure Complete security, guarantee and asset schedule, including existing consents and negative pledges

Rank the objectives. If the business needs committed working capital before a seasonal peak, availability and closing certainty may matter more than a modest margin reduction. If the maturity is still comfortably distant, the company can test a wider lender group and negotiate harder.

Choose among three structures: stay, switch or add

Run the options against the same financing request and the same forecast. Do not let each lender redefine the problem around its preferred product.

Structure When it tends to fit Main trade-off
Amend and extend with the house bank The relationship works, the bank still has appetite, and the required change is mainly price, tenor, limit or covenants Usually the least disruptive route, but with less competitive tension and the same lender's existing view of the risk
Move the whole facility to another bank A new bank can offer a materially better total structure or the incumbent cannot support the next phase Fresh underwriting and documentation, plus a coordinated payoff, security release and operating-account migration
Add a second bank or non-bank lender Different assets or funding needs suit different providers, or the company wants more capacity and less single-lender dependence More flexibility can come with duplicated reporting, consent rights, security-ranking questions and intercreditor negotiation

Staying with the house bank

An incumbent amendment can move faster because the lender already knows the group, holds the operating accounts and has completed much of the customer due diligence. It can preserve payment flows and avoid transferring security. That convenience is valuable, but it is not proof that the offer is competitive. Ask for an explicit proposal with the same amount, tenor, amortization, covenants and availability assumptions being shown to other lenders.

Switching banks

A full switch can reset pricing, maturity, facility mix and operational restrictions. It also introduces execution risk. A credit-approved proposal can still have conditions relating to documentation, know-your-customer checks, valuations, insurance, security perfection, account opening or the repayment of the incumbent. Keep the incumbent option alive until the replacement lender can show a credible path to first draw.

Adding a second lender

A second lender is useful when the funding needs can be separated cleanly. Examples include a bank funding the core cash-flow facility while a leasing provider funds equipment, or a receivables financier funds invoices while a term lender funds long-lived assets. The Dutch government-backed KVK guide calls this stapelfinanciering: combining forms of finance that differ in purpose, term, risk, speed and flexibility.

The structure becomes difficult when both lenders expect first-ranking security over the same assets or broad control over new debt, bank accounts and disposals. The Dutch government's IBO report on business finance identified this as a real market friction: first financiers often claim nearly all security and may be reluctant to share it with a second financier even where sharing is legally possible. Obtain the incumbent's consent position before spending weeks negotiating a second facility.

Map the Dutch lender options to the funding need

“Alternative lender” is not one product. The right route depends on whether repayment comes from general cash flow, receivables, inventory, equipment, property or a specific growth project.

Lender or product What it can solve What to test before using it
Dutch or international relationship bank Core term debt, revolving credit, payments, hedging, guarantees and trade facilities in one relationship Sector appetite, total wallet requirements, covenant package, security perimeter and certainty of limit renewal
Direct lender or private-credit fund Larger cash-flow loans, acquisition or capex funding, unitranche structures, longer tenor or more bespoke repayment Cash interest, original-issue discount or fees, call protection, equity participation, transfer rights, covenants and refinancing at maturity
Receivables finance or factoring Working capital tied up in qualifying invoices Eligibility, concentration limits, recourse, reserves, dilution, customer notification, audit rights and interaction with an existing receivables pledge
Inventory or asset-based facility Seasonal liquidity supported by receivables, inventory or other identifiable assets Advance rates, ineligible assets, appraisal frequency, reporting, dominion over cash and how availability behaves in a downside
Financial lease or equipment lender Vehicles, machinery or other discrete capex without using general corporate debt capacity Ownership, deposits, residual value, maintenance, insurance, early termination and cross-default provisions
Crowdfunding, online credit or credit union Smaller or specific funding needs where speed, community or product access matters Effective annual cost, repayment frequency, personal guarantees, disclosure, platform risk and whether the ticket can support a mid-sized company
Public-supported or impact finance Eligible SME, innovation, sustainability or growth investment where a guarantee or public co-investor improves bankability Eligibility, permitted use, state-aid treatment, additional reporting, timing and whether the program supports refinancing rather than only new investment

The alternative market is meaningful, but ticket and product fit matter. The Dutch Alternative Credit Instrument was created by the EIF, the Dutch government and Invest-NL to support debt funds serving Dutch SMEs and smaller mid-sized companies. Invest-NL's direct financing is narrower: it targets companies and projects aligned with specified innovation and sustainability themes, normally as part of a wider capital package. These are evidence that non-bank capital exists, not a reason to assume that every lender or program will refinance an ordinary bank facility.

Government guarantees can improve a viable proposal where collateral is insufficient, but they are not a substitute for repayment capacity. The RVO's current BMKB conditions show that the scheme is available through participating banks and accredited non-bank financiers, subject to size, activity, purpose and other eligibility rules. Ask the proposed financier whether the actual transaction qualifies before including a guarantee in the base case.

Build the credit case lenders will test

A lender is deciding whether the company can service the facility through a downside, whether management can report performance early, and whether the lender remains protected if the plan misses. The EBA guidelines on loan origination and monitoring require banks to use robust creditworthiness standards. In practice, expect questions in six connected areas.

  1. Repayment capacity. Show cash generated after tax, maintenance capex and working-capital needs, not only EBITDA. Reconcile the forecast to actual accounts and explain every material adjustment.
  2. Leverage and coverage. Calculate net debt to the lender's EBITDA definition, interest coverage and debt-service coverage under a base case and a borrower-specific downside.
  3. Earnings quality. Separate recurring trading from one-offs, owner items, acquisitions, grants and aggressive add-backs. Bridge current performance to the forecast by volume, price, margin and cost driver.
  4. Working-capital behavior. Provide monthly seasonality, receivable and payable aging, inventory turns, overdue balances, customer concentration and historic facility utilization.
  5. Business and management risk. Explain customer and supplier concentration, contracts, regulation, succession, ownership, group structure, litigation, tax issues, insurance and the management response to past misses.
  6. Collateral and recovery. Identify who owns each material asset, existing pledges and mortgages, valuation evidence, asset-specific restrictions and the steps required to create or release security.

Use Alehar's Netherlands Debt Capacity Calculator for an initial view of capacity and covenant headroom. Replace its general assumptions with the definitions, repayment schedule, pricing and draw conditions in each actual lender proposal.

Prepare one lender pack and one model

A credible process gives every lender the same core information and keeps one controlled answer set. Prepare:

  • a concise refinancing brief stating amount, purpose, preferred structure, timing and walk-away terms;
  • a group chart covering shareholders, borrowers, guarantors, operating entities and existing lenders;
  • three years of financial statements, current management accounts and a bridge from the latest year-end;
  • a monthly integrated profit and loss, balance sheet and cash-flow forecast through the proposed facility term;
  • a complete debt, lease, guarantee, security and contingent-liability schedule;
  • base and downside debt-service and covenant calculations using both current and proposed definitions;
  • receivable, payable and inventory aging plus utilization history for any working-capital request;
  • a direct explanation of forecast misses, covenant pressure, customer losses or other known credit issues; and
  • a data room with corporate, financial, tax, commercial, legal, insurance and collateral documents.

Avoid sending an optimistic model to one lender and a conservative version to another. Differences will surface during diligence and damage confidence. Record each question, answer and model change so the credit story remains consistent.

Run the process against a realistic timetable

For a straightforward healthy-company refinancing, allow roughly three to four months from preparation to drawdown. A larger group, multiple lenders, property security, foreign subsidiaries, complex hedging or a first-time direct-lender process can take longer. Start six to nine months before a hard maturity if the company needs genuine alternatives. The following is an Alehar planning timetable, not a lender commitment.

Indicative timing Workstream Decision gate
Weeks 1 to 2 Facility map, objectives, model, lender pack, security review and internal approvals Board agrees the financing request and walk-away position
Weeks 3 to 5 Approach incumbent and selected alternatives, management meetings and initial questions Only credible lenders receive the full diligence package
Weeks 6 to 8 Indicative proposals, lender comparison, negotiation and preferred-lender selection Term sheet is evaluated on the whole structure and remaining approvals
Weeks 9 to 12 Credit approval, financial and legal diligence, documentation and collateral work No exclusivity or incumbent payoff before approval and conditions are understood
Weeks 13 to 16 Conditions precedent, account and payment migration, payoff letter, security release and first draw Signed funds-flow memorandum confirms same-day availability

Keep at least two credible paths open until one lender has passed its real credit gate. An indicative offer, credit appetite statement or signed term sheet may still be conditional. The timetable should name the committee date, documentation owner, valuation requirements, know-your-customer status and every condition to first utilization.

Compare total cost, not just the margin

Build a monthly cash model for each proposal. The KVK's current business refinancing guidance expressly warns that lower monthly payments can still produce higher total interest over a longer term and that early repayment, closing and administration costs can reduce the benefit.

Include:

  • reference rate, margin, floor, reset frequency and hedging cost;
  • arrangement, commitment, utilization, agency, monitoring and annual review fees;
  • original-issue discount or any amount withheld from proceeds;
  • early-repayment compensation, fixed-rate break cost and hedge termination cost on the old facility;
  • legal, advisory, valuation, insurance, notarial, registration and security costs;
  • duplicated interest or temporary bridge funding during closing;
  • scheduled amortization, cash sweeps, mandatory prepayments and the maturity balance; and
  • the cost of trapped liquidity, minimum cash, reserves or unusable committed limits.

A simple first screen is: total one-off switching cost divided by annual recurring cash saving. Then model the actual balance each month, because amortization, utilization and reference rates change the saving. Reject a cheaper headline if it produces less usable cash, a near-term refinancing cliff or covenant headroom that disappears in a plausible downside.

Negotiate covenants and security as operating terms

Covenants are not boilerplate. Test each definition and restriction against the board plan month by month.

  • Financial definitions: net debt, cash, EBITDA, exceptional items, acquisitions, leases, capitalized costs and permitted add-backs.
  • Thresholds and testing: leverage, interest or debt-service cover, minimum liquidity, testing dates, cure rights and the first forecast date with limited headroom.
  • Draw conditions: repeating representations, absence of default, borrowing-base tests, clean-downs and material-adverse-change language.
  • Operating baskets: capex, acquisitions, disposals, dividends, intercompany payments, guarantees and additional debt.
  • Information: reporting frequency, compliance certificates, budgets, management meetings, asset audits and lender access.

Security deserves its own schedule. Dutch law permits pledges and mortgages over transferable assets and allows security for existing and future claims under Book 3 of the Dutch Civil Code. The commercial questions are which entities and assets are covered, what rank each lender receives, how future receivables are captured, who controls enforcement and how releases work after repayment.

If a second lender is added, agree the ranking, payment blockage, enforcement standstill, turnover of recoveries, amendment rights and release mechanics in an intercreditor or priority arrangement. Where possible, separate collateral by purpose. Equipment finance secured on identified machinery can be easier to combine with a bank facility than two lenders taking broad first-ranking claims over all assets.

Engineer the closing so liquidity does not disappear

Do not repay the incumbent because the new documents have been signed. Repay only against a controlled funds flow after every condition to the replacement facility's first draw is satisfied or explicitly waived.

The closing checklist should cover:

  • an agreed payoff amount, value date and destination account from the incumbent;
  • release or ranking documents for each pledge, mortgage, guarantee and account right;
  • the incoming lender's first-utilization notice and evidence that all conditions are complete;
  • cash needed for fees, break costs, accrued interest and temporary overlap;
  • new operating, collection and payment accounts, mandates and treasury access;
  • bank guarantees, letters of credit, cards, direct debits and payment-service dependencies; and
  • a post-closing evidence pack confirming repayment, releases, registrations and available limits.

A term loan can refinance on one day while operations continue. A poorly planned working-capital and account migration can interrupt collections, supplier payments or guarantee availability. Retain a liquidity contingency until the new facility is demonstrably usable.

What commonly goes wrong

  • Starting too late. A nearby maturity, seasonal peak or covenant test transfers leverage to the lender.
  • Asking only for a lower rate. The company misses the chance to repair tenor, amortization, availability and operating restrictions.
  • Comparing printed limits. Eligibility rules, sublimits and draw conditions can make committed liquidity unusable.
  • Adding a lender before checking security. The incumbent's negative pledge or all-asset security can block the proposed structure.
  • Treating a term sheet as committed money. Credit approval, diligence, documentation and first-draw conditions remain open.
  • Hiding a weak quarter or forecast miss. Late discovery changes the lender's view of management and can stop the process.
  • Ignoring switching costs. Break costs, fees and duplicated interest can consume years of margin savings.
  • Letting covenant definitions drift. Management EBITDA is not automatically covenant EBITDA.

Owner and CFO refinancing checklist

  • The board has approved the refinancing objective, requested structure and walk-away terms
  • Every facility, lease, guarantee, hedge, pledge, mortgage and consent requirement is mapped
  • The incumbent's payoff, early-repayment and security-release mechanics are understood
  • Historical accounts, management reporting, forecast and debt schedules reconcile
  • Base and downside liquidity, debt service and covenant headroom are tested monthly
  • Each lender receives the same financing request and controlled model
  • Direct lending, asset-based finance, factoring and leasing are screened only where the use and repayment source fit
  • Every proposal is compared on total cash cost, usable liquidity, repayment, covenants, security and execution risk
  • Second-lender consent, collateral ranking and intercreditor points are agreed before exclusivity
  • The closing funds flow preserves payment, collection, guarantee and working-capital continuity

Your next step

Start before the current lender controls the timetable. Build the facility map, quantify the required headroom and ask the incumbent and a short list of credible alternatives to solve the same financing request.

If the company has sustainable debt capacity and wants a controlled refinancing process, Alehar's Raising Equity or Debt team can help prepare the credit case, identify suitable lenders, compare terms and manage the process with the company's legal and tax advisers. Contact us to discuss the situation.