Project Runway: Closing the Valuation Gap in a Brownfield Expansion Raise
How a convertible loan brought an Indonesian ground handler and a Japanese strategic investor to the same table
In early 2025, the owner of an operating aviation ground handling business in Indonesia came to Protemus Capital with a clear plan to expand into new domestic airports, and one problem the plan could not solve on its own. Airlines at a new airport do not sign ground handling contracts until the equipment is on the apron. The equipment has to be paid for before those contracts exist. The company needed growth capital for ground support equipment and working capital. Just as important, it wanted a partner that understood logistics operations, not a financial investor alone. Protemus was engaged to validate the business plan, structure the raise, find the right strategic investor and lead the deal to close. The transaction was signed in September 2026 and funded in October 2026. This is an account of how that deal came together, and what it says about raising growth capital for an operating business at the point of expansion.
An operating business, not a start-up
Project Runway was a brownfield business. It already ran airport operations and had established relationships with airline customers. The investment case was not about whether the business worked. It was about whether it could repeat what it already did at new stations, and how fast. That distinction matters more than it sounds. A start-up raise is a bet on a concept. A brownfield expansion raise is a bet on execution, and investors underwrite it differently. They look hard at the existing operation for evidence that the model holds, then discount the expansion for the risk that each new station takes longer, or costs more, to reach breakeven than the plan assumes. Ground handling sharpens this. The business is capital-intensive, equipment must be committed before revenue arrives, and winning contracts at a new airport depends on being operationally ready on day one. Funding that equipment from the balance sheet would have stretched working capital at exactly the moment the business was scaling.The real obstacle was the valuation gap
Investor interest was never the hard part. Price was. The owner's view of value rested on the expansion plan. On today's numbers alone, an equity round would have priced the company as if the new stations did not exist, and the owner would have given away more of the business than the plan justified. The investor's view rested on the accounts as they stood. It was not prepared to pay up front for growth that had not yet been delivered, in an asset-heavy business with execution risk at every new location. Both positions were reasonable, which is what made the gap difficult. A straight equity round would have forced one side to concede the valuation argument on day one. In our experience, a partnership that begins with one side feeling it lost the price argument rarely starts well.What we did
Validating the business plan
The owner knew the business better than we did, and the plan was theirs. Our role was to make it underwritable. We tested the key drivers against the Indonesian market, against comparable operators in the region, and against the questions a corporate investor's diligence team would ask about demand, equipment economics, pricing and ramp-up. Where an assumption needed more support, we built the evidence or recalibrated it with the owner. The output was a plan an investor could diligence line by line, with a clear link between the equipment funded, the contracts it unlocks and the cash it returns. That changes the tone of a diligence process. An investor testing evidence behaves very differently from one discounting projections it has been asked to take on trust.Structuring the raise as a convertible loan
Rather than force agreement on valuation at signing, we structured the raise as a convertible loan, designed around the risk each side was actually carrying. For the investor, the instrument provides lender-style protection while the expansion is being executed, with a defined path to convert into equity once the business has delivered against the plan. For the owner, it secures the capital now without locking in dilution at a valuation that does not yet reflect the new stations. The pricing question does not disappear. It is deferred to a point where results, not projections, can answer it. This was the core of the deal. Once each side could see its own risk reflected in the structure, the negotiation moved away from the headline number and towards execution detail, which is where it belonged all along.Finding a partner, not only a funder
We mapped a focused universe of strategic investors and approached a shortlist. The selection test was operating fit as much as capital: who could add credibility with airlines and airport operators, and who would be comfortable with a structure built around execution rather than a fixed entry price. A Japanese logistics and infrastructure group met both tests. Japanese strategic investors typically take a long view of partnerships and place a high value on operational discipline. Both qualities suit a business whose next phase depends on doing the same thing well at more locations.Leading negotiation and closing
We led the negotiation of commercial and legal terms with the investor and its advisors, coordinated the cross-border requirements on both sides, and managed the conditions precedent through to signing and drawdown. Cross-border deals with Japanese corporates move at the pace of their internal approval processes. Part of the job is keeping the transaction's momentum intact while those processes run their course.The outcome
Capital secured for expansion. Signed in September 2026 and funded in October 2026, the raise covers equipment for new airports and working capital through the ramp-up.A structure both sides could sign. The convertible loan matched the investor's need for protection with the owner's need to avoid pricing equity before the expansion delivered.
An operating partner, not only a funder. A Japanese logistics and infrastructure group with a path to a strategic equity stake, adding credibility as the company bids for new stations.
What this deal teaches
When an operating business raises growth capital ahead of an expansion, investor interest is rarely the obstacle. The valuation gap is. Three lessons from Project Runway apply well beyond aviation. A validated plan is worth more than an ambitious one. Investors discount what they cannot test. Benchmarking the plan against the market and against peers turns projections into evidence. Structure can do work that negotiation cannot. When owner and investor are both right about value from where they stand, a hybrid instrument such as a convertible loan lets them agree on everything else and lets performance settle the price. The right partner is defined by what it brings after closing. For a brownfield business expanding into new locations, operational credibility from an investor can be worth as much as the capital itself. The owner built the business and knew it best. Our job was to make the plan bankable and the structure signable.To explore the full insights, process, and strategic impact of this engagement:
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