Mezzanine Financing

Mezzanine financing combines debt and equity financing, allowing the lender to convert to equity if the loan is not paid on time or in full.
What is Mezzanine Financing?
3 min

What is mezzanine financing?

Mezzanine financing is a hybrid form of capital that sits between debt and equity on a company's balance sheet, often used to finance the expansion of established companies rather than serving as startup or early-stage funding. This type of financing is typically unsecured by assets and subordinate to senior debt, making it riskier for lenders. As compensation for this risk, mezzanine financing provides lenders with higher returns than traditional senior debt and often includes options to convert to equity, which can be particularly beneficial if the borrowing company grows significantly.

How mezzanine financing works?

Mezzanine financing works by providing companies with the capital they need to grow, often through loans or the issuance of bonds that can be converted into equity or shares in the company. It is usually provided by specialised mezzanine capital investment funds or private equity firms. The interest rates are higher than those of traditional loans due to the greater risk involved for the lender. However, mezzanine capital allows companies to access larger amounts of capital without diluting the ownership stakes of existing shareholders significantly.

Structure of Mezzanine Financing

The structure of mezzanine financing often involves a mix of debt and equity instruments. Debt components may carry high interest rates or be structured as payment-in-kind (PIK) interest, allowing interest payments to be made with additional debt rather than cash. The equity component is usually represented by warrants or options, enabling the lender to convert the debt into equity at a later date under certain conditions, providing a potential ownership stake in the company.

Advantages of mezzanine financing

  • Flexibility: Mezzanine financing offers flexible terms, including interest payments and repayment schedules.
  • Capital access: It provides access to larger amounts of capital without significant equity dilution.
  • Growth support: The financing supports significant growth or expansion opportunities.

Example of mezzanine financing

Consider a scenario where a mid-sized technology firm, renowned for its innovative software solutions, seeks to expand its market presence internationally. Despite a strong business model and significant market potential, the company faces a common hurdle: securing sufficient capital for expansion without heavily diluting the equity of existing shareholders.

To address this challenge, the company turns to mezzanine financing, securing a substantial sum from a venture capital firm that specialises in technology investments. The company secures Rs. 50 million in mezzanine financing with an 8-year term, carrying an interest rate of 12% and including warrants that could convert into a 5% equity stake. The financing agreement is structured with a 5-year maturity and carries an interest rate significantly higher than conventional bank loans, reflecting the lender's increased risk without direct collateral. Moreover, the agreement includes a crucial equity component: the lender receives warrants that provide the option to convert debt into a minority equity stake in the company under predefined conditions.

This strategic move provides the technology firm with the needed capital infusion to forge ahead with its international expansion plans, opening new offices and hiring additional talent across several continents. The company's gamble pays off; within a few years, its expanded operations drive substantial revenue growth, and its market valuation soars.

This way we understand mezzanine debt meaning, as the company thrives, it manages to repay the mezzanine capital debt from its increased cash flows, maintaining control over its operations without significant shareholder dilution. Meanwhile, the venture capital firm benefits not only from the interest payments but also from the option to convert its warrants into equity, potentially reaping significant returns on its investment.

Maturity, redemption, and transferability of mezzanine financing

Mezzanine financing typically has a maturity of 5 to 10 years, giving companies ample time to grow and generate the cash flow needed to repay the debt. The redemption feature allows the borrower to repay the loan before maturity, often at a premium. Regarding transferability, the rights and obligations under mezzanine financing agreements can sometimes be transferred to third parties, subject to the terms of the agreement and often requiring the lender's consent.

Disadvantages of mezzanine financing

  • Cost: Higher interest rates make it more expensive than traditional debt.
  • Risk of dilution: The equity component can dilute existing shareholders if converted.
  • Subordination: It is often subordinate to other forms of debt, increasing the risk for lenders.


Mezzanine financing represents a critical tool for companies in need of capital to pursue growth opportunities without heavily diluting ownership stakes. While it carries higher costs and complexities, the strategic use of mezzanine capital can significantly enhance a company's growth trajectory and value. For lenders, the higher risk is balanced by the potential for high returns and equity upside, making it a valuable component of the broader finance space.

The Bajaj Finserv Mutual Fund Platform emerges as a standout choice, particularly for those considering the strategic use of mezzanine financing. With over 1000 mutual funds schemes listed, the platform offers a wealth of investment opportunities that can complement a company's financing strategy, whether it's through direct equity investments or more nuanced financial instruments like mezzanine financing like SIP calculator and lumpsum calculator. The platform's broad range of options provides businesses with the flexibility to tailor their investment portfolios in alignment with their growth objectives, making the Bajaj Finserv Platform an essential tool for companies aiming to optimise their financial structures and fuel their expansion ambitions efficiently.

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Frequently asked questions

What do you mean by mezzanine financing?
Mezzanine financing is a hybrid form of capital that combines elements of debt and equity financing, used primarily for growth and expansion of established companies. It is subordinate to primary loans but senior to equity investments, often featuring high interest rates and convertible equity options.

What is an example of a mezzanine loan?
An example of a mezzanine loan could involve a manufacturing company seeking to finance a new product line without diluting ownership. The company might secure a loan with an interest rate of 12%, along with equity warrants that lenders can convert into shares under certain conditions.
What is mezzanine vs equity financing?
Mezzanine financing is a form of debt that can convert to equity, offering lenders higher returns and potential ownership stakes. Equity financing involves selling company shares directly for capital, diluting ownership but not requiring repayment. Mezzanine blends both, offering flexible, less dilutive capital.
What is the difference between venture capital and mezzanine financing?
Venture capital is direct equity investment in early-stage, high-potential companies, expecting significant returns through growth or sale. Mezzanine financing provides debt to more mature companies, often convertible to equity, bridging gaps in financing without major equity dilution and with more predictable returns.
Who uses mezzanine financing?
Mezzanine financing is typically used by mid- to late-stage companies looking to expand, refinance debt, or support acquisitions. These companies have established revenue streams but need additional capital for growth or restructuring, seeking to minimise ownership dilution while accessing substantial funding.
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