Close this search box.

Table of Contents

Mezzanine Debt


Mezzanine debt is a form of subordinated or secondary debt, often used in business acquisitions or expansions. It typically carries a higher interest rate than senior debt due to its lower priority status in case of liquidation. This type of debt often comes with equity options, like warrants, giving the lender the right to convert to ownership or equity interest in the company if the loan is not paid back on time and in full.


The phonetic pronunciation of “Mezzanine Debt” is “mez-uh-neen det”.

Key Takeaways

  1. Subordinated to Senior Debt: Mezzanine debt is a type of funding that ranks between senior debt and equity and is therefore subordinated to primary or senior loans. In case of a company’s bankruptcy, it means the repayment of mezzanine debt would only occur after all the senior debts have been settled.
  2. Flexibility and High Returns: Mezzanine financing can provide flexibility in financial structuring since payments can often be deferred until the repayment of the senior debt. Though it carries more risk than senior debt, it also boasts higher returns, making it appealing to certain investors.
  3. Ownership and Control: Mezzanine debt often involves warrants or options that enable the lender to convert the debt into equity. Thus, in some cases, lenders can influence a company’s decisions or take a level of control if the company defaults on its payments.


Mezzanine debt holds significance in business/finance as it serves as a high-risk, high-return financial instrument utilized mostly in mergers and acquisitions or for business expansion. By providing a layer of funding between secured senior debt and equity, it allows companies to procure capital without initially diluting ownership stakes; this lends it an inherent flexibility. It typically offers higher returns to investors due to its riskier position, usually unsecured and reliant on a company’s success for repayment. Hence, understanding mezzanine debt is essential for strategizing financial plans, managing capital structure, and facilitating company growth.


Mezzanine debt, as a form of financing, serves a crucial purpose in corporate finance and in private equity. Its primary raison d’être is to facilitate the requirements of a business when they need to raise capital beyond what traditional lenders are willing to offer. In addition, since mezzanine debt is typically unsecured or only partially secured, it can provide companies a higher degree of flexibility in their capital structure.Moreover, mezzanine debt is typically employed for company expansion or acquisitions, often serving as a bridge between senior debt and equity. This means it can be an instrumental tool in facilitating leveraged buyouts, allowing businesses to acquire other firms without tying up their own equity or taking on excessive and potentially crippling amounts of senior debt. Therefore, its strategic use can empower companies to pursue large deals and ambitious growth plans. However, companies should tread carefully as the cost of mezzanine debt financing can be significantly higher than traditional debt due to its subordinated position in case of a default.


1. Mezzanine Funding in Real Estate: In real estate development, the developer might secure mezzanine debt to augment his primary mortgage for a project. For instance, when Joe’s Construction Company was building a new luxury condo building, they received a $30 million bank loan for the majority of their funding. However, they needed an additional $5 million to complete the project. Rather than dilute their equity, they secured mezzanine debt at a higher interest rate than their primary loan.2. Buyout Firms and Mezzanine Debt: A private equity firm looking to buyout another company might use mezzanine financing to bridge the gap between the assets they have on hand and the price of the acquisition. For instance, if an Equity firm, Red Oak Capital, wanted to buy ACME Corp, which is valued at $200 million, but only has $150 million available, they could turn to mezzanine financing to fund the remaining $50 million.3. Expansion in Manufacturing Business: Suppose a successful manufacturing business, Maxine Motors, wants to expand its operations with a new assembly line that costs $10 million. After exhausting their bank loans and other forms of senior debt, Maxine Motors could use mezzanine debt to bridge the remaining funding needs. Maxine Motors would issue mezzanine debt to investors, which is typically flexible and customized to the business’s ability to repay and future cash flows.

Frequently Asked Questions(FAQ)

What is Mezzanine Debt?

Mezzanine Debt refers to a type of debt that combines aspects of both senior secured debt and equity financing. It is often used in leveraged buyouts and for the expansion of established companies.

Why is it called Mezzanine Debt?

The term mezzanine refers to a middle layer, which is reflective of where this kind of debt sits in the capital structure of a company. It is subordinate to primary debt but senior to equity.

How is Mezzanine Debt used in business financing?

Typically, mezzanine debt is utilized in business financing for company expansion projects or leveraged buyouts. It’s a flexible form of capital that can provide funds where there may be a shortfall.

What are the benefits of mezzanine debt?

Mezzanine debt can provide a number of benefits including: scalability, as it can be used to significantly increase the growth rate of a company; flexibility, due to its longer terms and customisable repayment schedules; and higher returns, as lenders get the initial interest plus the upside potential of an equity interest.

What are the risks associated with mezzanine debt?

Risks involved pertain mostly to the lenders who may not receive repayment if a company shuts down. For the business, the costs are often higher because of the high-interest rates and potential equity stake given.

Is Mezzanine Debt considered equity?

While Mezzanine Debt often includes an equity component, it is not considered equity in and of itself. It is a hybrid form of financing that sits between debt and equity in the capital structure.

Can Mezzanine Debt affect my company’s credit rating?

As it is considered high-risk debt, mezzanine financing can impact a company’s credit rating. Specifically, if a company is unable to make timely payments or defaults on this type of loan, it could negatively affect its credit rating.

Can Mezzanine Debt be converted into equity?

Yes, one characteristic of mezzanine debt is that lenders often have the ability to convert their debt into an ownership or equity interest, typically after venture capital companies and other senior lenders are paid.

Who provides Mezzanine Debt?

Mezzanine debt is typically provided by institutional investors or mezzanine-dedicated funds. It is less commonly provided by banks due to its higher risk and lower credit rating.

Related Finance Terms

  • Subordinated Debt: This is a type of debt that ranks below other debts in case of a company’s liquidation. Mezzanine debt is a type of subordinated debt.
  • Equity Kicker: A.k.a. “sweetener” , this is an additional clause that provides lenders the option to convert debt into equity, typically seen in mezzanine debt arrangements.
  • Senior Debt: The opposite of mezzanine debt, this is the first priority of a company during repayment in the event of a sale or bankruptcy.
  • Capital Structure: The combination of debts (mezzanine debt, senior debt, etc.) and equity that a firm uses to finance its operations and growth.
  • Default: This refers to the failure to meet the legal obligations of a loan, occurring when a debtor cannot meet the legal obligation of debt repayment to the lender. Mezzanine debt carries higher default risk.

Sources for More Information

About Our Editorial Process

At Due, we are dedicated to providing simple money and retirement advice that can make a big impact in your life. Our team closely follows market shifts and deeply understands how to build REAL wealth. All of our articles undergo thorough editing and review by financial experts, ensuring you get reliable and credible money advice.

We partner with leading publications, such as Nasdaq, The Globe and Mail, Entrepreneur, and more, to provide insights on retirement, current markets, and more.

We also host a financial glossary of over 7000 money/investing terms to help you learn more about how to take control of your finances.

View our editorial process

About Our Journalists

Our journalists are not just trusted, certified financial advisers. They are experienced and leading influencers in the financial realm, trusted by millions to provide advice about money. We handpick the best of the best, so you get advice from real experts. Our goal is to educate and inform, NOT to be a ‘stock-picker’ or ‘market-caller.’ 

Why listen to what we have to say?

While Due does not know how to predict the market in the short-term, our team of experts DOES know how you can make smart financial decisions to plan for retirement in the long-term.

View our expert review board

About Due

Due makes it easier to retire on your terms. We give you a realistic view on exactly where you’re at financially so when you retire you know how much money you’ll get each month. Get started today.

Due Fact-Checking Standards and Processes

To ensure we’re putting out the highest content standards, we sought out the help of certified financial experts and accredited individuals to verify our advice. We also rely on them for the most up to date information and data to make sure our in-depth research has the facts right, for today… Not yesterday. Our financial expert review board allows our readers to not only trust the information they are reading but to act on it as well. Most of our authors are CFP (Certified Financial Planners) or CRPC (Chartered Retirement Planning Counselor) certified and all have college degrees. Learn more about annuities, retirement advice and take the correct steps towards financial freedom and knowing exactly where you stand today. Learn everything about our top-notch financial expert reviews below… Learn More