Glossary - Mezzanine Financing

Mezzanine financing is a hybrid form of capital that sits between pure equity and secured debt, often used to finance the expansion of existing companies. It is typically subordinated to debt provided by senior lenders such as banks and venture capital firms but ranks above equity for claims on assets or earnings. Mezzanine financing can be structured as preferred equity or subordinated debt, with features such as warrants or options, giving lenders the right to convert to an equity interest in the company under certain conditions. This type of financing is often sought by companies that are too large for venture capital but not large enough to raise a significant round of financing through a public offering.

Also known as

  • Subordinated Debt
  • Mezzanine Debt
  • Mezzanine Capital

Use cases examples

  • Loan Agreement: In accordance with the terms set forth herein, the Lender agrees to provide mezzanine financing to the Borrower, subordinate to the senior secured loan, to support the expansion of the Borrower's operational facilities.
  • Term Sheet: The investor will provide mezzanine financing in the form of a convertible note, which includes an option to convert the debt to equity at a future financing round at a predetermined conversion rate.

Considerations for investors

  • Mezzanine financing offers a potential for higher returns compared to senior debt due to its higher risk.
  • Investors should carefully evaluate the company's ability to meet its interest payments and the potential for conversion into equity.
  • The subordinated nature of mezzanine financing increases the risk of loss in the event of a company's bankruptcy or liquidation.

Considerations for founders

  • The cost of mezzanine financing may be higher than senior debt due to its riskier position in the capital structure.
  • Mezzanine financing often comes with covenants and restrictions that could limit operational flexibility.
  • Issuing equity warrants as part of mezzanine deals can dilute existing shareholders' equity in the future.

Get to know our world class tools and services

Transform your operations with world class tools

We have created several tools to help investors spot the best opportunities and manage their portfolio.

Let's unlock your business potential with Automations

Embrace the future with our tailored subscription service that combines strategic planning and practical implementation.