CapitalList

Mezzanine Capital

Hybrid financing that bridges debt and equity for optimal growth

What is Mezzanine Capital?

Mezzanine capital is a hybrid form of financing that combines debt and equity features, providing businesses with flexible capital solutions for growth, acquisitions, and expansion.

Key Characteristics

  • Subordinated debt with equity-like features
  • Higher interest rates than senior debt
  • Equity warrants or conversion rights
  • Flexible repayment terms and structures

Financing Structure

  • Interest payments with potential equity upside
  • Subordinated to senior debt but above equity
  • Warrants for equity participation
  • Bullet repayment or amortization options

Benefits of Mezzanine Capital

Strategic advantages of hybrid financing

Flexible Structure

Combines debt security with equity upside potential

Higher Leverage

Access to more capital than traditional debt financing

Control Retention

Maintain operational control while accessing growth capital

Growth Acceleration

Accelerate business growth and expansion initiatives

Risk Sharing

Aligned interests between borrower and lender

Exit Flexibility

Multiple exit options and refinancing opportunities

Ideal Use Cases

When mezzanine capital makes strategic sense

Acquisition Financing

Bridge financing gaps in M&A transactions and leveraged buyouts

Growth Capital

Fund expansion, new markets, product development, and operational scaling

Recapitalization

Restructure existing debt and optimize capital structure

Management Buyouts

Support management teams in acquiring business ownership

Position in Capital Stack

Where mezzanine capital fits in the financing hierarchy

Senior Debt (1st Lien)

Traditional bank loans and secured debt with highest priority

Mezzanine Capital

Subordinated debt with equity features and warrants

Equity

Common and preferred equity with lowest priority

Typical Terms & Structure

Common mezzanine capital terms and features

Financial Terms

  • Interest rates: 12-20% (current pay or PIK)
  • Loan amounts: $5M - $50M+
  • Terms: 5-7 years typical
  • Warrants: 5-15% equity participation

Structure Features

  • Subordinated to senior debt
  • Limited covenants and restrictions
  • Flexible repayment schedules
  • Board observer rights

The Mezzanine Capital Process

How to secure mezzanine financing

1

Business Assessment

Evaluate business model, cash flow, and growth potential for mezzanine financing

2

Lender Identification

Identify mezzanine lenders who specialize in your industry and transaction size

3

Structure Design

Design optimal financing structure with debt and equity components

4

Due Diligence

Comprehensive business review, financial analysis, and legal documentation

5

Closing & Funding

Execute financing agreement and receive capital infusion

Ready to Explore Mezzanine Capital?

Connect with mezzanine lenders who can provide flexible growth capital

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