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Mezzanine Financing


Mezzanine financing is a type of hybrid financing that combines debt and equity methods. It is usually provided in the form of loans that can be converted into shares if the debt is not repaid within a specified period. Mezzanine financing is often used by companies as a strategy for funding growth or acquisitions.


The phonetic pronunciation of “Mezzanine Financing” is: mɛzəˈniːn ˈfaɪnænsɪŋ

Key Takeaways

1. Hybrid Security: Mezzanine financing is often considered a hybrid security because it combines elements of debt and equity financing, providing lenders with the right to convert to an ownership or equity interest in the company in case the loan is not paid back in time and in full.

2. Unsecured Debt: Being subordinate to pure debt, mezzanine financing is essentially an unsecured debt as it has no collateral backing. This makes it riskier from a lender’s point of view, therefore, carrying a higher interest rate compared to other forms of debt.

3. Benefits for Businesses: Despite its high cost, mezzanine financing can be attractive to businesses. It does not require any collateral, allows business owners to maintain control over their company and represents a way to create capital for growth or acquisitions. It can also increase the value of a business due to the tax deductibility of interest.


Mezzanine financing is important in the realm of business and finance because it provides an essential bridge between debt and equity financing, often used during a company’s rapid growth phase or in preparation for a specific event, like a buyout or an acquisition. This type of capital is particularly critical for businesses that need significant funding but want to avoid giving up control to new equity stakeholders, as mezzanine financing combines elements of both debt and equity investment, offering potential high returns for investors. Funding from mezzanine financing can significantly increase a company’s valuation, making it attractive to future investors, and thus improving the prospects of a successful exit or public offering. Moreover, the interest payments on mezzanine loans are often tax-deductible, which can benefit a company’s bottom line.


Mezzanine financing serves an integral role in the financial structure of a company, especially during business expansions, acquisitions, or buyouts where capital requirements are high and cannot be solely met through traditional financing vehicles such as debt and equity. It’s a hybrid form of financing that combines elements of both debt and equity financing, providing lenders the opportunity to convert their loans into equity in case of a default, typically after venture capital companies and other senior lenders get compensated.Secondly, mezzanine financing is widely used because it benefits both the borrower and lender. For businesses, it serves as a source of capital that does not dilute ownership if handled correctly, as they need not give up equity immediately. Conversely, for a lender, while taking up higher risks, they can secure potentially higher returns either in interest rates or equity ownership if a borrower defaults. Essentially, mezzanine financing serves as a flexible, albeit more costly, alternative to usual sources of funding, allowing businesses to reach their growth ambitions or strategic objectives.


1. Uber: In 2013, ahead of its Series C investment round, Uber acquired mezzanine financing to fuel its rapid expansion. The company borrowed about $365 million in mezzanine debt before going public in 2019. This type of financing came with warrants that ended up being worth nearly $250 million when Uber went public, showing the potential benefits for lenders in mezzanine financing arrangements.2. Facebook: In 2009, two years before its initial public offering (IPO), Facebook took a $200 million mezzanine loan from a Russian investment company, Digital Sky Technologies, in exchange for a 1.96% equity share in the company. This loan helped Facebook continue its development and expansion without initially going for equity funding, but still provided Digital Sky Technologies with an equity stake.3. Domino’s Pizza: In 2004, Domino’s Pizza secured $108.5 million in mezzanine financing as part of the financing package to undertake a recapitalization and pay a special dividend to its shareholders. The financing was provided by bank, Banc of America Mezzanine Capital.

Frequently Asked Questions(FAQ)

What is Mezzanine Financing?

Mezzanine Financing is a method of funding in finance that combines both debt and equity investment. It allows the lender to convert to an equity interest in the company in case the loan is not paid back on time and in full.

In what business stages is Mezzanine Financing typically used?

Mezzanine Financing is often used in the expansion of established companies rather than startup companies. Businesses that are still in the startup phase will hardly ever be able to secure mezzanine financing.

What are the typical features of Mezzanine Financing?

Mezzanine Financing often carries high-interest rates or requires generous return through equity because of its often unsecured nature which makes it risky for the lender. Additionally, it frequently comes with warrants or an option to acquire an equity stake in the company.

How does Mezzanine Financing benefit companies?

It provides businesses with a large amount of capital which can be used for expansion or other beneficial projects, without diluting control. It is often treated like equity on a company’s balance sheet.

Is Mezzanine Financing considered debt or equity?

Mezzanine Financing possesses elements of both debt and equity. It is initially treated as debt but offers the lender the right to convert to equity if the loan is not repaid on time and in full.

What makes a company eligible for Mezzanine Financing?

Eligibility usually involves a track record in the industry with an established reputation and product, a history of profitability, and a viable expansion plan for the business.

What are the potential downsides of Mezzanine Financing for business owners?

These finance agreements usually come with higher interest rates or requires a generous return through equity, in case of a payment default. Also, if the debt is converted to equity, the business owner’s stake in the company decreases.

How is the repayment process for a Mezzanine Financing?

Repayment terms vary based on the agreement. In some cases, no payments are made for a few years, after which large payments (balloon payments) are due or the debt may convert to equity.

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