What Is a Mezzanine Financing?


Mezzanine financing is a form of private equity that provides businesses with additional capital. It is an innovative way of financing, non-dilutive of the ownership, and carries lower rates than traditional debt. Mezzanine financing plays an important role in helping business owners reach their goals and fuel the growth of their business.

A mezzanine financing facility typically consists of various instruments such as senior debt, subordinated debt, preferred equity, and hybrid securities that can be customized to fit a business’ unique needs. The benefit of this type of financing is that it allows businesses to raise capital without diluting their equity stake.

Definition of Mezzanine Financing

Mezzanine financing is a type of capital financing in which debt and equity are combined. It is a medium to long-term financing solution that is positioned in between senior debt and equity in the capital structure. Mezzanine lenders provide their funds in the form of a subordinated debt or preferred equity and receive repayment after the senior debt is paid back.

Overview of Its Benefits

Mezzanine financing offers several advantages for businesses, such as:

  • Non-dilutive of ownership;
  • Higher returns for lenders than traditional debt;
  • Flexible terms that can be tailored to a company’s situation;
  • Financing available even if senior debt is not; and
  • Ability to raise capital without additional debt or equity dilution.

How Does It Work?

Mezzanine financing is a debt or equity hybrid financial instrument used by companies to finance growth, acquisitions, and other projects. Mezzanine financing is similar to senior debt but with different terms.

Difference between mezzanine and senior debt

The main difference between mezzanine and senior debt is that mezzanine debt has higher interest rates and contains equity elements such as warrants or options. Senior debt is usually a loan based solely on the assets of the borrowing company and the creditworthiness of the borrower.

Equity and debt hybrid

Mezzanine financing is an equity and debt hybrid, meaning it provides benefits from both equity and debt financing. It combines the lower risk of debt financing with the higher returns of equity financing. This makes it an attractive option for businesses that need to raise capital but don’t want to take on additional debt or dilute their equity.

Mezzanine financing can be structured in a variety of ways, including subordinated debt, preferred stock, convertible bonds, and warrants. The structure of the security will depend on the needs of the borrowing company. Each form of mezzanine financing has its own advantages and disadvantages and it is important to understand the structure, terms, and risks associated with the security before entering into an agreement.

Typical Uses of Mezzanine Financing

Mezzanine financing is a popular form of debt financing and is typically used in combination with bank or other traditional forms of debt to supplement a company’s funds. As such, it can be used for a variety of purposes. The four most common are: expansion and growth for existing businesses, start-up businesses, taking on partners, and mergers and acquisitions.

Expansion and Growing Businesses

Mezzanine financing is often sought by businesses that require additional funding for expansion and growth. This may include capital improvements, working capital to support day-to-day operations, or additional funding for marketing efforts. Mezzanine financing is particularly attractive for these businesses, as it is less restrictive than traditional debt and can provide much-needed funding without taking on the expense and burden of traditional borrowing.

Start-up Businesses

Start-up businesses may also require extra funds to help cover operational expenses and fund their growth in the early stages. Mezzanine financing can be a great option here, as it can provide the extra funding that the business needs without taking on the burden of long-term debt. Additionally, the flexibility of the terms make it an attractive option for start-up businesses that may not yet have the financial stability to guarantee a loan.

Taking on Partners

Mezzanine financing can also be used by businesses that are looking to take on partners. By taking on additional ownership, a business may be able to achieve greater success due to the influx of potential capital, knowledge, and experience. Mezzanine financing provides the option of taking on additional partners with minimal risk, since it is not debt and is paid back with equity rather than cash.

Mergers and Acquisitions

Mezzanine financing is also used in mergers and acquisitions. By taking on mezzanine financing, businesses can bridge the gap between the purchasing and acquiring companies to successfully complete a merger or acquisition. This ensures that all parties involved are able to get the most value out of the deal, while still minimizing their individual financial risk.

4. Benefits of Mezzanine Financing

Mezzanine financing is a beneficial capital arrangement for both borrowers and lenders, as it offers advantages not found in other types of financing. Below are the primary benefits of using mezzanine financing.

a. Flexibility of Terms

Borrowers have the ability to structure terms that may be more advantageous than debt or equity financing including extended maturity dates, reduced interest payments, and other features that can be tailored to their individual needs.This flexibility helps to reduce the stress of navigating long-term financial arrangements.

b. Preservation of Control

Mezzanine financing does not dilute equity ownership the way equity funding does. This means that borrowers retain control of the business, preserving their personal and corporate goals. In addition, since repayment of mezzanine financing is tied to profitability, the goals of the lender and borrower are already clearly aligned.

c. Higher Returns than Equity

Mezzanine financing is more attractive to lenders than traditional debt funding, as lenders can expect higher returns. Mezzanine financing is a hybrid form of financing, which gives lenders higher returns than equity financing while maintaining lower risk levels than debt financing.

d. Tax Benefits

  • Mezzanine financing is often structured as Interest-only loans, which are treated as deductible expenses on a business’s taxes.
  • Loan origination fees incurred in the financing process may be tax-deductible depending on the legal structure of the loan.

Alternative Financing Options

If mezzanine financing is not an option, there are other alternatives that businesses can explore to access capital. These include senior secured loans, equity deals, lines of credit, and venture capital.

Senior secured loans

A senior secured loan is a loan that is secured against a company's assets such as property, equipment, and accounts receivable. This form of financing is usually used by larger businesses that have more assets to pledge as collateral.

Equity deals

An equity deal is a financial transaction wherein the investor purchases shares of a company or a stake in the company. This gives the investor partial ownership of the company and entitles them to a share of the company's profits.

Line of credit

A line of credit is a revolving credit facility wherein the lender provides an assigned amount of credit to a borrower and the borrower is only charged interest on the amount that is borrowed and used. This type of financing is ideal for businesses that require access to a certain amount of money on a regular basis.

Venture capital

Venture capital funding is an equity-based financing option wherein venture capitalists (VCs) will provide funding for a business in exchange for ownership in the company. VCs are often looking for companies with high growth potential and are willing to provide significant capital in exchange for potential future returns.

Downsides of Mezzanine Financing

Mezzanine financing is a useful source of capital for many businesses, but it does come with some risks anddownsides which should be considered when choosing the type of financing which best fits an individual’s needs.

High Risks

The main con associated with mezzanine financing is the high risk this type of financing holds. With mezzanine financing, the investor is unsecured and will take the last of the risk in the event of a loan default. Financial institutions and venture capitalists generally use higher rates of interest to reflect this risk and the fact that they are second in line to receive repayment.

Lower Yields

Alongside higher-risk comes lower yield. Mezzanine financing often has a lower return on investment than other traditional sources. Whilst higher rates can help to reflect the risk associated with the loan, the lower yields make this form of financing less appealing for potential investors.

Payment Defaults

As a result of its higher-risk nature, mezzanine financing is more likely to face a loan default. The lower yield makes investors less incentivised to repay the loan and leaves financiers susceptible to payment defaults. Businesses should be aware of this risk and ensure they have the resources in place to pay back their loan.

On-Going Maintenance Costs

Mezzanine financing often requires higher maintenance costs than traditional loans or other sources of financing. Late payment fees, default fines and other high rates associated with this form of financing can increase the overall cost of the loan.


Mezzanine financing is a form of debt financing that is combined with equity. This type of financing gives borrowers access to higher levels of capital than might otherwise be available with only traditional venture capital or debt funding. The borrower typically incurs lower interest costs than with traditional debt financing, but the debt-to-equity ratios tend to be higher, making mezzanine financing more expensive overall.

There are inherent advantages and disadvantages of mezzanine financing. As an alternative to traditional debt financing, mezzanine financing can offer borrowers access to more capital, more flexibility in repayment terms, and a lower interest rate. On the other hand, mezzanine financing can be more expensive overall, and repayment terms can be more difficult to manage.

Mezzanine financing can offer businesses an important financing alternative, but it is important to carefully consider all options before taking the plunge. Depending on your business’s needs, mezzanine financing can be an ideal way to get access to the capital needed to grow your business, while also avoiding the pitfalls of traditional debt financing.

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