Mezzanine Debt


Mezzanine debt bridges the gap between debt and equity financing and is one of the highest-risk forms of debt. It is senior to pure equity but subordinate to pure debt. 

However, this means that it also offers some of the highest returns when compared to other debt types, as it often receives rates between 12–20% per year.

Key Takeaways:

  • Mezzanine debt is a hybrid debt issue that is subordinated to another debt issue from the same issuer.
  • Mezzanine debt has embedded equity instruments attached, such as warrants, which increase the value of the subordinated debt and provide flexibility when dealing with bondholders.
  • Mezzanine debt behaves more like a stock than debt due to the embedded options, making the conversion of the debt into stock attractive.

How it Works:

Mezzanine debt structures are commonly used in leveraged buyouts. For example, a private equity firm may want to acquire a company for $100 million but the lender only offers a loan of $80 million. 

To bridge the gap, the private equity firm can seek a mezzanine investor to finance the remaining $15 million.

By using mezzanine debt, the investor can convert the debt to equity when certain requirements are met, leveraging the potential return while minimizing the capital required for the transaction.

Key Components:

  • Embedded Equity Instruments: Mezzanine debt includes embedded equity instruments, such as stock call options, rights, and warrants, which make the conversion of debt into stock attractive.
  • Hybrid Security Classification: The classification of mezzanine debt on the balance sheet depends on how the embedded option is influenced by the debt portion. If exercising the embedded option is influenced by the structure of the debt, both the debt and the embedded equity option must be classified in both the liability and stockholders’ equity sections of the balance sheet.


  • High Returns: Mezzanine debt offers high returns compared to other debt types, with interest rates typically ranging between 12–20% per year.
  • Financing Flexibility: Mezzanine debt provides flexibility when dealing with bondholders, allowing greater maneuverability in prioritizing new owners in case of bankruptcy.
  • Leveraging Potential Return: By leveraging mezzanine debt, buyers can maximize their potential return while minimizing the amount of capital they have to put up for the transaction.


Mezzanine debt serves as a valuable tool for bridging the gap between debt and equity financing. Despite its higher risk, it offers high returns and financial flexibility. Its embedded equity instruments make it behave more like a stock than debt, providing the opportunity for conversion under the right conditions. 

Understanding the intricacies of mezzanine debt can be instrumental in leveraging investment strategies and successfully navigating mergers, acquisitions, and leveraged buyouts.

Disclaimer: The information on this website, including glossary definitions, is for educational and informational purposes only and not intended as professional advice. While we strive for accuracy, we make no guarantees regarding the completeness, reliability, or timeliness of the information provided. We are not liable for any loss or damage arising from your use of the site. Investment decisions in commercial real estate should be made based on individual due diligence and professional advice. Laws and regulations are subject to change; always consult legal and financial experts before making decisions.