Glossary

Mezzanine debt

Quick answer

Mezzanine debt sits between senior debt and equity in the capital stack. It is subordinated to senior lenders, often unsecured or second-lien, and priced higher to reflect greater risk. It may include payment-in-kind (PIK) interest or equity-style features such as warrants.

Why it matters

It bridges the gap between available senior debt and equity, reducing the equity a sponsor must contribute.

How it is used in transactions

Used in real estate development, leveraged buyouts and growth financing.

Related Matchpoint service

Mezzanine & Subordinated Debt

Related terms

Questions, answered

FAQ

Mezzanine debt sits between senior debt and equity in the capital stack. It is subordinated to senior lenders, often unsecured or second-lien, and priced higher to reflect greater risk. It may include payment-in-kind (PIK) interest or equity-style features such as warrants.

Used in real estate development, leveraged buyouts and growth financing.

No. Mezzanine debt is a loan — subordinated to senior lenders, with contractual interest that may include a payment-in-kind element — while preferred equity is an ownership interest carrying a preferred return rather than a debt claim. Both sit between senior debt and common equity, but they differ in ranking, rights and remedies.

A borrower uses mezzanine debt when senior lenders will not fund the full amount required and the sponsor wants to limit the equity it contributes. It bridges that gap in real estate development, leveraged buyouts and growth financings, accepting higher pricing in exchange for less dilution and a larger overall facility.

Suggested citation: Matchpoint Partners, “Mezzanine debt — definition”, updated June 2026.
Last updated: June 2026.
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