Question and answer · informational

Why did the offer change between the term sheet and the contract?

Sometimes because something in the file changed. Sometimes because the term sheet was never a promise. Telling the two apart is the whole task.

Drafted with AI assistance. Not yet independently checked. Nobody has verified the claims on this page against a source, so treat the figures and legal points as a starting point rather than as settled, and confirm anything you are about to act on. How we check things.

Why did my funding offer change between the term sheet and the contract?

A term sheet is indicative and conditional; the contract governs. Terms move when new information appears — a fresh bank statement, a UCC filing, a re-pulled credit report, an appraisal or field exam below expectation — or when the funder's own policy or capital cost changes. They also move for reasons that are not about your file at all, including a spread added by an intermediary. Ask for the reason in writing, re-run the total cost, and remember your bargaining position is strongest before you have turned anything else down.

The legitimate reasons

The information changed.A month closed and the new statement is weaker. A new UCC filing appeared. A credit report was re-pulled and moved. You took another position while the file was in process.
A valuation came in lower.An appraisal, an equipment valuation or a field exam reduces what the collateral supports, so the amount comes down or the pricing goes up.
The borrowing base moved.On receivables facilities, availability is recalculated on the current ledger. A large customer going past due, or concentration rising, changes availability without anyone deciding anything.
Committee restructured it.An analyst's recommendation is not a decision. A committee can approve at a smaller amount, a shorter term, a higher price or with an extra guarantor.
Conditions were not met as assumed.The term sheet assumed a lien position, a subordination, an insurance endorsement or a landlord waiver that did not materialise.
The funder's cost changed.Pricing is not fixed forever, and on a file that has been in process for weeks the sheet can simply be stale.

The reasons that are not about your file

A spread was applied.Where an intermediary is permitted to present a price above the funder's buy rate, the number that reaches you may differ from the number the funder approved.
Fees appear that were never itemised.A term sheet quoting a rate but not the full fee list can turn into a contract with several. That is why the question to ask at term sheet stage is is this the complete list of amounts payable at or before funding?
The commitment was optimistic.Sometimes the initial number was what the file needed to stay alive rather than what an underwriter would sign.

What to do about it

  1. Ask for the change in writing, with the reason. A specific reason — "the updated statement shows two negative days" — is workable. "Underwriting adjusted it" is not an answer.
  2. Put the documents side by side and check every item: amount, all fees, payment, frequency, term, total repayment, security, guarantees. More than one number often moved.
  3. Re-run the arithmetic from scratch. Total repayment over net proceeds, and payment against average deposits. A revised offer is a new offer and it deserves the same test as the first one.
  4. Ask what would restore the original terms. More collateral, a shorter term, a smaller amount, another guarantor, waiting for a better month. Sometimes there is a lever.
  5. Check the change is not the result of something you can fix, such as a stale UCC filing from a paid-off deal or a lien-position issue that a subordination would solve.

The timing problem

Your position is strongest before you have declined other offers, given notice to a supplier, or asked an existing funder for a payoff letter. It is weakest at the moment the money is needed and the alternatives have cooled.

A late repricing works because of that asymmetry, whether or not anyone planned it. The defence is procedural: keep a second option open until documents are executed, and treat a term sheet as an invitation to keep looking rather than a reason to stop.

Three documents, three different weights

Part of the confusion is that "the offer" is not one thing, and the three documents carry very different force.

The term sheet or proposal.Indicative, almost always expressly non-binding, and frequently silent on fees. Its function is to get you to stop shopping.
The commitment letter.Issued after credit approval, listing conditions precedent. Stronger, but still conditional on everything in that list, and the list is where the movement happens.
The contract.The only document that governs. Everything in the previous two that did not make it in is gone, including anything a salesperson told you.

When terms move, put all three side by side rather than comparing the contract to your memory of the conversation. Then check the merger or entire-agreement clause, which is the provision that makes prior representations unenforceable. Its presence is normal. Its consequence is that verbal assurances have to be written into the document or they do not exist.

What a repricing costs, in dollars

Convert the change before you argue about it, because the size of the move is often larger than it looks.

Illustrative only —the term sheet offered $200,000 at a 1.28 factor over twelve months: total $256,000, at $21,333 a month. The contract offers $200,000 at a 1.34 factor over eleven months: total $268,000, at $24,364 a month.

The factor moved by six hundredths, which sounds small. The total cost moved by $12,000 and the monthly outflow moved by $3,030 — and the shorter term means that higher payment lands in every month rather than being spread. Run both numbers before you respond. "The factor went up slightly" and "the monthly demand went up by three thousand dollars" are the same change described two ways, and only one of them is a decision.

Deposits, and getting them back

Where you paid an application fee, a good-faith deposit or a due-diligence advance, the revised offer is the moment that money becomes relevant.

Check what the document you signed says about refundability, and specifically whether the deposit is refundable if the funder changes the terms rather than only if you withdraw. Many are silent on that case, which is worth raising before you decline the revision. Where a deposit is at stake, ask for the revised terms and the deposit position in the same written reply, so the two are answered together rather than one being used against the other.

When to walk

If the revised deal fails the affordability test, walk. If the reason for the change cannot be stated plainly, walk. If numbers move again after you accept the revision, walk — a second unexplained move is a pattern, and it is a reasonable prediction of how the rest of the relationship will run.

Where this applies

Related questions

Why did my funding offer change between the term sheet and the contract?

A term sheet is indicative and conditional; the contract governs. Terms move when new information appears — a fresh bank statement, a UCC filing, a re-pulled credit report, an appraisal or field exam below expectation — or when the funder's own policy or capital cost changes. They also move for reasons that are not about your file at all, including a spread added by an intermediary. Ask for the reason in writing, re-run the total cost, and remember your bargaining position is strongest before you have turned anything else down.

Which funding products does this apply to?

Merchant Cash Advance, Working Capital, Term Loan, Business Line of Credit, Equipment Financing, Asset-Based Lending. Each has its own page listing the funders in this directory that offer it and what each one publishes about its terms.

Are the figures here quotes?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What a particular lender charges is on that lender's page, where it publishes it at all.

Who writes this?

The Find Me Funders research desk. Some drafting is AI-assisted, and every page that is says so at the top, including whether a person has checked its claims yet.

How do I know a figure here is right?

Where a page carries the green notice, its claims were checked against the sources listed at the end and a reviewer is named. Where it carries the amber one, nobody has verified it yet and you should confirm anything you plan to act on.

Are the examples real deals?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What any particular lender charges is on that lender's page, where it publishes it.

Why do you never say what a typical rate is?

Because we cannot source it. A market average assembled from lenders who do not publish prices is a guess with a decimal point on it. Where a lender publishes a figure, we show that figure and say where it came from.

Is this financial or legal advice?

No. It is general information about how these products work. Outcomes depend on your contract and your state, and a lawyer or accountant licensed where you are is the person to ask about your situation.

Can I reuse this content?

Quote a paragraph with a link back. Do not republish whole articles.

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