Mezzanine financing ("Mezz") is a little known strategy available for privately held businesses and publicly traded companies that allows a strong performing company to increase its financial leverage in certain transactions. Generally speaking, mezz financing offers the features of both debt (regular interest and principal payments) and equity (options or warrants). Mezz debt will rank behind senior debt but ahead of equity holders in terms of security.
Mezzanine financing is available for companies with strong cash flows. Although there are some limited exceptions in Canada, the majority of mezzanine lenders require historical cash flows to be at a minimum of $2M when looking at historical performance over a three year term.
Companies should consider using mezz financing when traditional senior debt has been maximized but there are additional leverage opportunities available as a result of strong cash flows prior to raising dilutive equity. Mezz financing is generally used for acquisitions (including leveraged buyouts), expansion, recapitalizations, and management buyouts and is prevalent in both operating company situations as well as certain real estate development scenarios.
While Mezzanine financing can be structured in any number of different ways, the common elements of mezzanine financing are as follows:
1. Cash interest - Regular interest paid on a periodic basis similar to paying term debt;
2. PIK (Payment in Kind) Interest - A stated amount of periodic interest that is actually added to the principal amount of a loan which is usually paid back as a bullet payment at the end of the term
Mezzanine financing is available for companies with strong cash flows. Although there are some limited exceptions in Canada, the majority of mezzanine lenders require historical cash flows to be at a minimum of $2M when looking at historical performance over a three year term.
Companies should consider using mezz financing when traditional senior debt has been maximized but there are additional leverage opportunities available as a result of strong cash flows prior to raising dilutive equity. Mezz financing is generally used for acquisitions (including leveraged buyouts), expansion, recapitalizations, and management buyouts and is prevalent in both operating company situations as well as certain real estate development scenarios.
While Mezzanine financing can be structured in any number of different ways, the common elements of mezzanine financing are as follows:
1. Cash interest - Regular interest paid on a periodic basis similar to paying term debt;
2. PIK (Payment in Kind) Interest - A stated amount of periodic interest that is actually added to the principal amount of a loan which is usually paid back as a bullet payment at the end of the term
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