Meaning
Hybrid instruments occupy the capital layer between senior secured debt and common equity within a corporate structure. Often utilized in growth stages, mezzanine debt provides capital that is junior to bank loans but senior to the founder shares. It usually carries a higher interest rate than senior debt and may include warrants for equity conversion.
Subordinated Interest
Priority in a sale or liquidation ensures that these lenders are paid before any proceeds reach the common shareholders. Because mezzanine debt is unsecured, the lenders often demand strict covenants to protect their investment. This ranking means a founder may receive nothing in a moderate exit if the debt load is too high.
Warrant Dilution
Pressure to achieve a high value exit increases once this type of capital is on the balance sheet. The interest payments and the dilution from warrants represent a major cost in both cash flow and ownership percentage. Use of mezzanine debt is common to fund an acquisition or an expansion when senior lenders are unwilling to provide more capital.
This allows the company to grow without immediate massive equity dilution, but it sets a high bar for future performance.
Liquidation Priority
Control shifts can occur if the company fails to meet its payment obligations. These agreements often contain provisions that allow the lender to take board seats or even take over the company in a default. A founder must balance the need for capital against the risk of losing the seat to a mezzanine lender.