Mezzanine Financing for High-Growth Industries: Trends and Opportunities


Mezzanine financing is a form of hybrid debt that combines features of both senior debt and equity. It is typically used by companies that have a proven track record of growth and profitability, but need additional capital to fund their expansion, acquisition, or recapitalization plans. Mezzanine financing can provide flexible and customized solutions for companies that may not qualify for traditional bank loans or equity financing, or that want to minimize dilution of their ownership stake.

This article explains what mezzanine financing is and how it works and explores the trends and opportunities of mezzanine financing for high-growth industries. It also discusses the benefits and challenges of mezzanine financing for these industries, and how to access this type of capital with
the help of a professional advisor. 

Table of Contents
- Introduction
- What is Mezzanine Financing and How Does It Work?
- Why Mezzanine Financing is Suitable for High-Growth Industries
- Current Trends and Opportunities in Mezzanine Financing
- How to Access Mezzanine Financing with the Help of a Capital Advisor

What is Mezzanine Financing and How Does It Work?

Mezzanine financing is a type of subordinated debt that ranks below senior debt but above equity in the capital structure of a company. It usually carries a higher interest rate than senior debt, reflecting its higher risk, but also offers the potential for higher returns through equity participation, such as warrants, convertibles, or profit-sharing agreements.

Mezzanine financing can be structured in various ways, depending on the needs and preferences of both the borrower and the lender. Some common features of mezzanine financing are:
  • Long-term maturity: Mezzanine financing typically has a maturity of 5 to 10 years, which allows the borrower to defer repayment until the company reaches a certain level of growth or profitability, or until an exit event occurs, such as an IPO or a sale.
  • Interest-only payments: Mezzanine financing usually requires only interest payments during the term of the loan, which reduces the cash flow burden on the borrower and preserves working capital for operational needs.
  • Payment-in-kind (PIK) option: Mezzanine financing may allow the borrower to pay some or all of the interest in the form of additional debt or equity, rather than cash. This further reduces the cash flow pressure on the borrower and increases the lender's upside potential.
  • Equity participation: Mezzanine financing often includes an equity component that gives the lender the right to convert some or all of the debt into equity at a predetermined price or ratio, or to receive a percentage of the profits or cash flows of the company. This aligns the interests of both parties and enables the lender to share in the success of the company.
  • Covenant-lite: Mezzanine financing usually has fewer or less restrictive covenants than senior debt, which gives the borrower more flexibility and autonomy in managing its business operations and strategy.

Why Mezzanine Financing is Suitable for High-Growth Industries

Mezzanine financing is particularly suitable for companies that operate in high-growth industries, such as technology, biotechnology, healthcare, renewable energy, e-commerce, and consumer goods. These industries are characterized by rapid innovation, market expansion, customer acquisition, and revenue growth, which create significant opportunities for value creation and competitive advantage.

However, these industries also face challenges such as high capital intensity, regulatory uncertainty, technological disruption, and market volatility, which increase the risk and complexity of their business models. As a result, these companies may have difficulty accessing traditional sources of capital, such as bank loans or equity financing, or may find them too costly or restrictive.

Mezzanine financing can offer several benefits for high-growth companies, such as:

  • Bridging the gap between debt and equity: Mezzanine financing can provide a complementary source of capital that fills the gap between senior debt and equity. It can help high-growth companies raise larger amounts of capital than they could from either source alone, while minimizing dilution of their ownership stake and maintaining control over their business decisions.
  • Supporting growth initiatives: Mezzanine financing can support high-growth companies in pursuing their strategic objectives, such as expanding into new markets or geographies, acquiring competitors or complementary businesses, developing new products or services, investing in R&D or innovation, or upgrading their infrastructure or technology.
  • Enhancing valuation: Mezzanine financing can enhance the valuation of high-growth companies by increasing their leverage ratio and improving their financial performance. 

Some examples of high-growth industries that have used mezzanine financing are:

  • Technology: Mezzanine financing can help technology companies scale up their operations, launch new products or services, acquire other companies or technologies, or prepare for an IPO or a sale. For instance, Shopify, a Canadian e-commerce platform, raised $100 million in mezzanine financing in 2013 to expand its global presence and increase its market share.
  • Biotechnology: Mezzanine financing can help biotechnology companies fund their research and development, clinical trials, regulatory approvals, or commercialization of their products. For example, Bioventus, a US-based orthobiologics company, secured $50 million in mezzanine financing in 2019 to support its growth strategy and product pipeline. 
  • Healthcare: Mezzanine financing can help healthcare companies invest in new equipment, facilities, staff, or acquisitions. For example, Carestream Health, a US-based medical imaging company, obtained $150 million in mezzanine financing in 2018 to refinance its existing debt and fund its growth plans. 
  • Renewable energy: Mezzanine financing can help renewable energy companies develop or acquire new projects, upgrade or expand their existing assets, or diversify their portfolio. For example, Pattern Energy Group, a US-based renewable energy company, raised $724 million in mezzanine financing in 2017 to acquire a 51% stake in a portfolio of wind and solar projects in Japan.

Current Trends and Opportunities in Mezzanine Financing

The mezzanine financing market has been growing steadily in recent years, driven by several factors, such as:
  • Increased demand from high-growth companies: As more companies seek to capitalize on the opportunities in high-growth industries, they require more capital to fund their growth plans. Mezzanine financing can provide an attractive alternative or supplement to traditional sources of capital, especially in the current low-interest-rate environment.
  • Increased supply from mezzanine lenders: As more investors seek to diversify their portfolio and generate higher returns, they are increasingly attracted to mezzanine financing, which offers a higher yield than senior debt and a lower risk than equity. Mezzanine lenders can also benefit from the equity upside potential and the alignment of interests with the borrowers.
  • Increased competition and innovation: As the mezzanine financing market becomes more competitive and sophisticated, both borrowers and lenders are looking for ways to differentiate themselves and create value. This leads to more innovation and customization in the structuring and terms of mezzanine financing deals, such as deferred interest, PIK toggles, equity kickers, prepayment options, or co-investment rights.
  • Sector focus: Mezzanine lenders are increasingly focusing on specific sectors or industries that have high growth potential, such as technology, biotechnology, healthcare, renewable energy, e-commerce, and consumer goods. By specializing in these sectors, mezzanine lenders can gain more expertise and insight into the market dynamics, the competitive landscape, and the valuation drivers of the companies they finance.
  • Regional expansion: Mezzanine lenders are also expanding their geographic reach and presence, especially in emerging markets that have high growth potential, such as Asia-Pacific, Latin America, Africa, and Eastern Europe. By entering these markets, mezzanine lenders can tap into new opportunities and diversify their portfolio. However, they also face challenges such as political instability, currency fluctuations, regulatory uncertainty, and cultural differences.
  • ESG integration: Mezzanine lenders are increasingly integrating environmental, social, and governance (ESG) factors into their investment decisions and processes. By doing so, they can enhance their reputation and credibility, mitigate risks, and create positive impacts on society and the environment. For example, Sarona Asset Management, a Canadian mezzanine lender that focuses on emerging markets, has adopted an ESG policy that guides its investment selection, monitoring, and reporting.

How to Access Mezzanine Financing for High-Growth Industries

Accessing mezzanine financing for high-growth industries can be a complex and challenging process that requires careful planning and preparation. Some of the steps involved are:
  • Assessing the feasibility and suitability of mezzanine financing: The company needs to assess its financial situation, growth potential, capital needs, and exit strategy, and determine whether mezzanine financing is a feasible and suitable option for its goals and circumstances. The company also needs to evaluate the pros and cons of mezzanine financing compared to other sources of capital, such as bank loans, equity financing, or alternative financing.
  • Preparing a business plan and financial projections: The company needs to prepare a comprehensive and compelling business plan and financial projections that showcase its vision, mission, value proposition, competitive advantage, market opportunity, growth strategy, revenue model, cost structure, risk management, and exit plan. The company also needs to provide historical and projected financial statements, such as income statement, balance sheet, cash flow statement, and key performance indicators (KPIs).
  • Identifying and approaching potential mezzanine lenders: The company needs to identify and approach potential mezzanine lenders that have experience and expertise in its industry, sector, stage, size, and geography. The company can use various sources to find suitable mezzanine lenders, such as online databases, industry associations, trade publications, referrals, or networking events. The company also needs to prepare a pitch deck and an executive summary that highlight its key features and benefits for the mezzanine lenders.
  • Negotiating the terms and conditions of the loan: The company needs to negotiate the terms and conditions of the loan with the selected mezzanine lender, such as interest rate, maturity period, repayment schedule, covenants, security, warrants, conversion rights, fees, and expenses. The company needs to balance its own interests and preferences with those of the mezzanine lender and seek a win-win outcome that satisfies both parties.
  • Closing the deal and receiving the funds: The company needs to finalize the deal and receive the funds from the mezzanine lender after completing all the necessary due diligence, documentation, legal formalities, and regulatory approvals. The company also needs to maintain a good relationship with the mezzanine lender throughout the duration of the loan by providing regular updates on its performance, progress, and challenges.

Mezzanine financing is a valuable source of capital for high-growth industries that need funding for their expansion, acquisitions, or other strategic initiatives. Mezzanine financing can offer several benefits for these industries, such as access to large amounts of capital, preservation of ownership and control, enhancement of valuation and attractiveness, and flexibility and customization. However,

mezzanine financing can also pose some challenges and risks for these industries, such as higher cost of capital, increased leverage and debt burden, and dilution of equity and upside potential. Therefore,
companies that seek mezzanine financing need to assess their feasibility and suitability, prepare a business plan and financial projections, identify and approach potential mezzanine lenders, negotiate the terms and conditions of the loan, and close the deal and receive the funds with the help of a professional advisor.


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Why Mezzanine Financing?
  • Flexible Financing Structure for Growth & Expansion
  • Fill the Gap Between Senior Debt & Equity Capital
  • Preserve Ownership & Control of Your Business
  • Customized Repayment Terms and Conditions

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