VC & PE Glossary

What Is Commitment Fee?

Updated

Definition

A commitment fee is a charge paid to a lender or fund for reserving capital—compensating them for keeping funds available whether or not you draw them immediately.

Useful for: Founders, Investors

Commitment fee is compensation for committed but undrawn capital—common on revolving credit lines, venture debt facilities, and some institutional capital arrangements.

How it works

A bank commits to lend up to a cap; you pay interest only on drawn amounts plus a commitment fee on the unused portion—often quoted in basis points per annum on undrawn availability. Example pattern: draw what you need for runway, pay interest on outstanding balance, and pay a smaller fee on the remaining headroom so the lender holds capacity. Venture debt term sheets list commitment fees alongside interest rate, warrants, and covenants. In fund contexts, “commitment” language more often refers to LP pledges (committed capital) where management fees apply to committed amounts—not the same as bank commitment fees, but founders should not confuse the terms. Read each document for whether fees run on total commitment, invested capital, or undrawn balance.

Why it matters

  • Founders: Unused venture debt still costs money via commitment fees. Size facilities to realistic needs; renewing or upsizing triggers renegotiation.
  • Investors: Credit-heavy cap structures shift cash flow to lenders; commitment fees reduce net runway versus headline facility size.
  • CFOs: Cash forecasting must include undrawn fees and ticking clocks on availability periods.

Common mistake

Signing the largest available credit line “for optionality” without modeling undrawn commitment fees across the full term—idle capacity is not free.

Venture debt, subscription line, committed capital, interest rate, and covenant relate to commitment fee economics.

Common questions

Short answers for founders, LPs, and operators

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