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Learn how mezzanine capital blends debt and equity to offer flexible financing options for businesses.
Mezzanine capital plays a pivotal role in corporate financing, especially for companies seeking growth without immediately diluting ownership. Positioned between senior debt and equity, it allows access to funds with structured flexibility. This article explains the fundamentals, features, and real-world usage of mezzanine capital in an easy-to-understand manner.
Mezzanine capital is a hybrid form of financing that combines elements of both debt and equity. It is typically used by companies to fund expansion projects, acquisitions, or business growth when traditional lending sources are insufficient. Mezzanine financing often comes into play after senior debt but before equity in the capital structure.
Understanding mezzanine capital is essential as it provides companies with access to capital without diluting ownership immediately. Unlike pure equity, it usually carries a fixed interest rate. However, it also includes options like converting into equity or sharing in company profits, offering investors higher returns in exchange for increased risk. This makes it a crucial tool for businesses looking to maintain control while securing funding.
Mezzanine capital stands out due to its unique blend of debt and equity characteristics. Key features include:
Subordinated status: It ranks below senior debt but above equity in the capital structure.
Flexible repayment terms: Often structured with deferred interest payments or balloon payments.
Higher returns: Due to increased risk, investors expect higher yields.
Equity participation: May include warrants or options for equity conversion.
Customised agreements: Structured to meet specific business needs and investor expectations.
The following table highlights how mezzanine capital compares with other funding options:
| Feature | Senior Debt | Mezzanine Capital | Equity |
|---|---|---|---|
Ranking in capital stack |
First |
Between senior debt and equity |
Last |
Collateral |
Typically secured |
Often unsecured or partially secured |
No collateral |
Interest rate/returns |
Lower |
Higher |
Depends on business performance |
Ownership dilution |
None |
Possible (via conversion rights) |
Yes |
Risk to investor |
Lower |
Moderate to high |
Highest |
Control |
No ownership rights |
Possible board influence |
Full ownership rights |
Using mezzanine capital can offer several benefits to businesses:
Preserves equity control for existing shareholders
Enables access to additional funds when traditional debt is insufficient
Attracts investors with higher return potential
Offers custom structuring aligned with business cash flows
Bridges the gap between senior debt and equity requirements
While flexible, mezzanine financing comes with certain challenges:
Higher cost of capital due to increased risk for investors
Potential dilution if equity conversion is triggered
Complex legal and financial structuring
Can strain cash flows due to interest payments
Subordinate nature increases default risk in adverse conditions
Mezzanine deals are highly negotiated and may include the following components:
Interest payments: Often deferred or structured with PIK (payment-in-kind) interest
Equity kickers: Warrants or options allowing investors to acquire equity at a later stage
Repayment terms: Generally 3 to 7 years, with flexibility in repayment schedules
Covenants: Looser than senior debt but still include certain performance obligations
Security: May or may not be backed by assets depending on the agreement
Mezzanine financing is commonly used in:
Private equity buyouts: To fill the gap between senior loans and equity funding
Business expansion: Medium-sized companies looking to scale operations
Management buyouts (MBOs): Allows internal teams to acquire controlling stakes without immediate dilution
Real estate development: Builders use mezzanine debt to supplement construction loans
For instance, a mid-sized manufacturing company looking to expand its production facility might raise ₹10 Crores in senior debt. If the total project cost is ₹15 Crores, the remaining ₹5 Crores could be raised through mezzanine capital without immediately giving up equity control.
Mezzanine capital serves as a strategic financing option that balances the benefits of debt with the flexibility of equity. It can enable companies to raise funding while retaining control; it is a financing option that carries trade-offs and should be evaluated against cost, covenants and dilution risk.
This content is for informational purposes only and the same should not be construed as investment advice. Bajaj Finserv Direct Limited shall not be liable or responsible for any investment decision that you may take based on this content.
Ordinary debt typically ranks higher in repayment priority and carries lower interest rates. Mezzanine capital, on the other hand, is subordinate, riskier, and often includes equity conversion features.
Mid-sized companies, especially those involved in acquisitions, expansions, or management buyouts, frequently use mezzanine capital. It is also common in private equity-backed businesses.
Equity kickers are provisions such as warrants or options that allow mezzanine lenders to acquire a stake in the company’s equity at a predetermined price, offering upside potential.
Repayment terms usually span 3–7 years, with options for deferred interest, bullet payments, or PIK interest structures. Terms vary depending on the borrower's cash flow and risk profile.
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