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AFO · Head-to-head

Senior debt vs mezzanine — when to stack which

Almost every leveraged deal — acquisition, MBO, large expansion — uses both. Senior debt is the cheapest layer but covers only the first chunk of leverage. Mezzanine sits above the senior tranche at a higher coupon and unlocks the rest of the capital structure. The right ratio depends on coverage, sponsor profile, and how much equity dilution the deal can absorb.

Side by side

How the two programs compare.

The matrix below pulls directly from the catalog. Each row shows the same data point across both programs so you can spot the differences at a glance.

Comparison matrix of Conventional Senior Term Loan or Revolver and Mezzanine Debt
AttributeConventional Senior Term Loan or RevolverMezzanine Debt
Capital typeConventional senior debtMezzanine / subordinated
FamilyDebtDebt
Size range$500,000 $25,000,000$2,000,000 $25,000,000
Typical costPrime + 1–4%. GSA + personal guarantee for closely held companies.12–18% all-in (coupon + PIK + warrant). Usually unsecured or second-lien.
Speed to closeMonthsMonths
EligibilityOperating business with 1.2–1.5x EBITDA coverage on proposed debt service. Audited or review-engagement financials typically required.Established business with credible coverage path. Common in leveraged buyouts, MBOs, and acquisition stacks.
Use of proceedsExpansion, Acquisition, Refinancing, Equipment, Real estate, MBO / buyoutMBO / buyout, Acquisition, Expansion
StatusLive — self-serveComing soon

Choosing between them

Which is the right answer?

Each side describes the scenarios where the program is the stronger fit. Most real-world deals end up in the “in common” section below — neither/nor.

When to choose

Conventional Senior Term Loan or Revolver

Senior debt is the bottom tier of the leverage stack — cheapest pricing (Prime+1–4%) but the lender's credit committee sets a coverage ceiling and a leverage ceiling. Most senior tranches top out at 3–4x EBITDA. Above that, the senior lender will not stretch regardless of rate.

When to choose

Mezzanine Debt

Mezzanine fills the layer between the senior ceiling and the equity layer. 12–18% all-in (coupon + PIK + sometimes a warrant) but it lets the deal close at higher overall leverage without diluting equity. Used when the founder or sponsor wants to retain ownership and the deal can carry the higher coupon on a five-to-seven-year horizon.

What they have in common.

These are stacked, not chosen between. The CPA models the total leverage, the blended cost of capital, and the coverage at each layer to design the stack before the term sheet is signed.

Still not sure which one fits?

The CPA can look at your specific situation and tell you in one twenty-minute call which program (or stack) is the right structure — and what providers will want to see before the first conversation.