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 Mezzanine Financing Explained

Mezzanine financing is a hybrid form of the capital appearing on a company’s balance sheet that typically sits between senior secured debt obligations (such as a traditional bank loan) and equity capital (such as common shares or membership interests in an entity). Essentially, mezzanine finance contemplates a hybrid mix of lower-priority debt and equity-based financing used primarily for expansion of established companies or for business buyouts.

Why Consider Mezzanine Financing?

Flexibility: Unlike traditional loans, mezzanine financing allows for customized terms, such as payment schedules or covenants.

Larger Capital Amounts: Companies can access more capital as mezzanine financing often provides larger amounts than traditional bank loans.
Less Dilution: Compared to equity financing, mezzanine funds may lead to less ownership dilution for current shareholders, as the financing might not involve issuing a significant number of new shares.

Key Features

Subordinated Debt: In the event of a default or liquidation, senior debt holders get paid before lower-priority mezzanine debt holders; mezzanine lenders will, however, get paid before equity holders.

Flexible Repayment: Mezzanine debt might have an interest-only period or other tailored structures, which can be beneficial for companies needing to manage their cash flow.

Warrants or Equity Kicker: In addition to receiving interest payments, as further compensation for the risk represented by their subordinated position, mezzanine lenders may receive warrants. Warrants are options to buy a negotiated equity stake in the borrower company at a predetermined (and typically discounted) price. Such an opportunity gives the mezzanine lender potential upside if its borrower company does well.

Advantages and Disadvantages

•    Greater Capital Access: Allows borrower companies to raise more capital in a more predictable manner than they might through seeking conventional loans, negotiating with existing or potential investors or running an equity offering.
•    Flexibility: Tailored terms can be negotiated to suit the business’s needs.
•    Higher Interest Rates: Generally, mezzanine financing comes with a higher interest rate than traditional loans due to its subordinated status and associated risks.
•    Potential Loss of Control: If the business fails to meet its obligations in the mezzanine loan, it could give up some ownership, decision-making and/or operating control to the mezzanine lenders through contract rights and/or equity conversion options.


If you’re considering taking out a commercial loan and need flexibility, or if you’re looking to raise significant capital without greatly diluting ownership, mezzanine financing might be worth exploring. However, it’s essential to understand the terms thoroughly and consider the long-term implications for your business.
Always consult with your business’ financial experts as well as tax and legal advisors when considering complex financing options like mezzanine capital.

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This information and material are for general information purposes only and do not constitute nor should be considered legal advice.