Mezzanine Financing


Mezzanine financing is a versatile funding option that converts debt to equity financing to provide businesses with a lower-cost source of capital than traditional equity financing.

Are you a business owner looking for funding to help you take your business to the next level of success? Or are you an investor seeking high returns with little risk?

In any case, mezzanine financing may be the ideal solution for you. Mezzanine financing is a type of financing that combines the attributes of debt and equity financing.

Define Mezzanine Financing

Mezzanine financing is a type of financing that combines debt and equity features. Mezzanine financing is typically used to fund companies in the growth stage that require capital to expand or make acquisitions. The term "mezzanine" refers to a financing layer between senior debt and equity financing. Mezzanine financing typically entails a loan that can be converted into equity or a stake in the company's equity.

How Mezzanine Financing Works?

For businesses looking for long-term capital, mezzanine financing has the potential to be a game-changer. It's a versatile financial instrument with various available structures, such as subordinated debt, convertible debt, and preferred equity. However, subordinated unsecured term loans with warrants, which let borrowers access more equity, are the most typical structure.

The founders are looking for an investor willing to provide funds in subordinated debt with a fixed interest rate. These debts include warrants that allow the investor to convert the debt into equity at a later date. Loans typically range in value from $100 million to $5 billion and have a maturity period of 5-7 years.

Mezzanine financing allows companies to grow more aggressively than senior debt allows. Mezzanine financing is typically unsecured, has a longer maturity date than traditional senior debt, and is interest only.

Structure of Mezzanine Financing

Mezzanine financing differs from a typical transaction because it involves purchasing businesses rather than commodities. But how precisely does it operate? The buying company typically uses its money to buy the target company and obtains loans from various banks to pay the remaining balance.

Private equity firms frequently play a significant role in this process, either by buying the target company themselves or by advising the target company's management on the acquisition.

Mezzanine financing comes in various forms, each with a distinctive methodology. One method entails the private equity firm financing the purchase with a combination of loans from multiple investors and a portion of their savings. An alternative strategy entails the private equity firm borrowing money from the target company with the help of their savings to secure the required financing.

Mezzanine funds are not for the weak of the heart. There are a lot of risks involved, and the expected returns are also very high. Therefore, only those with a high level of risk tolerance and a desire for sizable rewards should think about investing in mezzanine funds.

Transferability of Mezzanine Financing

Mezzanine financing can be transferred from one investor to another, subject to certain conditions. Mezzanine financing is transferable according to the requirements of the financing agreement and the parties' willingness to transfer their rights and obligations.

Mezzanine Financing Returns

Due to the high-interest rates and equity participation, mezzanine financing typically provides high returns to investors. Mezzanine financing can provide returns ranging from 10% to 20%, depending on the borrower's risk profile.

Benefits of Mezzanine Financing

Mezzanine financing has several advantages for both borrowers and lenders. Here are some examples −

Minimal Dilution

Mezzanine financing enables the borrower to obtain funding without diluting current shareholders' ownership, in contrast to equity financing, where new shares are issued to raise capital. It is because mezzanine financing frequently takes the form of hybrid securities or subordinated debt, neither of which requires the issuance of new shares.

Flexible Repayment

Mezzanine lenders frequently provide customised repayment terms, including longer repayment periods or deferred payments, depending on the borrower's requirements. It can be especially helpful for growing businesses that might not have the cash flow to make regular debt payments.

High Returns

Lenders can benefit from attractive returns on their investment because mezzanine financing typically carries higher interest rates than conventional debt financing. Additionally, warrants or conversion rights representing equity participation are frequently included in mezzanine financing.

Characteristics of Mezzanine Financing

Mezzanine financing has several characteristics that set it apart from other types of funding. Here are a few −

  • Subordinated debt is a common component of mezzanine financing and, in the event of bankruptcy or default, has a lower priority than other types of debt.

  • Mezzanine financing is primarily a form of debt but frequently includes equity-like features like warrants or conversion rights. With the potential for higher returns, these features enable the lender to convert their debt into equity if specific requirements are met.

  • Mezzanine financing frequently has more flexible terms than conventional debt financing. It might entail looser covenants or protracted repayment periods, giving the borrower more discretion over how to use the money.

Pros and Cons of Mezzanine Financing

Before entering into a contract, borrowers and lenders should weigh the benefits and drawbacks of mezzanine financing. Here are a few −


  • When done right, debt financing is much more affordable than equity financing. Mezzanine debt can help a company lower its weighted average cost of capital by using it as a balance sheet asset (WACC).

  • Less dilution allows management or investors to retain a much higher ownership percentage.

  • Mezzanine funds can offer a "one-stop" debt solution for businesses that don't qualify for adequate bank debt or have strong cash flow but need flexible terms.

  • When a business needs growth capital but isn't expanding quickly enough, isn't big enough to draw institutional investors (such as venture capital or private equity), or isn't happy with the terms these investors are willing to offer, mezzanine financing can be a great alternative.


  • Equity investment is necessary for mezzanine funds. The company may be required to repurchase the equity investment based on a formula after a predetermined time if the investor has a "put" right in some circumstances.

  • Especially if the company has significant upside potential, it can be challenging to estimate the cost of capital.

  • Costs may be higher than lines of credit drawn from as needed if a business is required to borrow the entire principal amount up front.

  • An inter-creditor agreement will be necessary because the company will have a senior lender and a subordinated lender, which increases the process' complexity, time commitment, and cost.

Drawbacks of Mezzanine Financing

Before entering an agreement, lenders and borrowers should know the numerous disadvantages of mezzanine financing. Here are a few −

  • Limited Upside PotentialMezzanine Financing typically involves a fixed rate of return, which means that the upside potential is constrained. It could be a drawback for businesses that want to expand quickly while retaining the most equity.

  • Complex StructuresMezzanine financing is frequently set up as a mix of debt and equity, which is complicated and challenging to comprehend. Due to this, it may be difficult for businesses to negotiate favourable terms, which may incur unforeseen expenses and delays.

  • Risk of Default − Because mezzanine financing is frequently unsecured, the lender has no recourse if the borrower defaults. It increases the lender's risk and may lead to higher interest rates and fees.

Examples of Mezzanine Financing

Here are a few examples of companies that have raised capital through mezzanine financing

Example 1

Suppose a mid-sized manufacturing business wants to acquire a rival to increase production capacity. The company needs to raise $10 million for the acquisition, but its traditional bank financing options have already been exhausted.

The business approaches a mezzanine fund and receives a $5 million mezzanine loan with a five-year maturity, a 10% interest rate, and a 5% equity kicker. It indicates that the mezzanine fund will also receive 5% equity ownership in the company in addition to the loan repayments. The mezzanine fund sees a significant return on its investment while the company completes the acquisition and expands its production capacity.

Example 2

For a rapidly growing technology startup to create a new product line and enter new markets, $3 million in funding is required. The business has already received $2 million in seed money from angel investors but still needs more money to grow.

The business approaches a mezzanine fund and receives a $1 million mezzanine loan with a three-year maturity, a 12% interest rate, and a 5% equity ownership warrant. The 5% of the company's equity that the mezzanine fund can purchase at a predetermined price is in addition to receiving interest payments on the loan. The startup can create new products and enter new markets, while the mezzanine fund sees a strong return on its investment.


Mezzanine financing is a hybrid financing structure that benefits both lenders and borrowers. Mezzanine financing combines debt and equity financing benefits, providing investors with a flexible repayment structure and high returns. On the other hand, mezzanine financing is a complex financing structure that necessitates a high level of expertise to structure and negotiate. Before entering an agreement, borrowers and lenders should consider the benefits and drawbacks of mezzanine financing.


Q1. Who typically provides mezzanine financing?

Ans. Mezzanine financing is frequently given to businesses by specialised mezzanine funds, which are investment vehicles that pool money from numerous investors.

Q2. What are the risks associated with mezzanine financing?

Ans. Mezzanine financing is riskier than traditional debt financing because it is subordinated and has a lower priority in the event of default or bankruptcy than other types of debt. As a result, investors thinking about mezzanine financing should carefully consider the risk-reward profile of any potential investment.

Q3. How do I determine if mezzanine financing is right for my company?

Ans. If you are considering mezzanine financing for your business, you must carefully assess your financing needs and risk profile. You should also consider the potential benefits and risks of mezzanine financing in comparison to other types of financing.

Updated on: 28-Apr-2023


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