Capital Stack Structuring
Mezzanine Debt in Commercial Real Estate
Mezzanine debt sits between senior mortgage financing and sponsor equity in the commercial real estate capital stack. It is used to increase leverage, reduce equity requirements, and enhance projected returns, while introducing higher pricing and structural complexity.
Where Mezzanine Debt Sits in the Capital Stack
| Capital Layer |
Position |
Typical Return Profile |
| Senior Debt |
First lien on property |
Lowest risk, lowest pricing |
| Mezzanine Debt |
Behind senior, ahead of equity |
Higher yield, subordinate risk |
| Sponsor Equity |
Last in priority |
Highest risk, highest upside |
Unlike senior loans, mezzanine debt is typically secured by a pledge of the borrower’s equity interests in the property-owning entity rather than a direct mortgage on the real estate itself.
Why Sponsors Use Mezzanine Financing
- Reduce upfront equity contribution
- Increase total leverage beyond senior LTV limits
- Improve projected IRR on equity
- Bridge valuation gaps between buyer and lender
In stabilized commercial real estate transactions, senior lenders may cap leverage at 60 to 70 percent loan-to-value. Mezzanine capital can extend total leverage to 75 to 85 percent of cost, depending on asset quality and market conditions.
Typical Pricing and Terms
| Term |
Market Range |
| Interest Rate |
8% – 14%+ depending on risk |
| Tenor |
Aligned with senior maturity |
| Payment Structure |
Current pay, PIK, or hybrid |
| Security |
Pledge of equity interests |
Pricing reflects subordinate risk, structural complexity, and reliance on asset performance. In transitional assets or development projects, rates may price significantly higher.
Intercreditor Agreement
A defining feature of mezzanine financing is the intercreditor agreement between the senior lender and mezzanine lender. This agreement governs enforcement rights, cure periods, standstill provisions, and foreclosure mechanics.
In a default scenario, mezzanine lenders typically have the right to foreclose on pledged equity interests and assume control of the property-owning entity, subject to intercreditor provisions.
Risks of Mezzanine Financing
- Higher interest cost increases project break-even point
- Cash flow stress during lease-up or downturns
- Complex lender negotiations
- Potential loss of control upon default
Mezzanine debt enhances returns only when asset performance meets underwriting assumptions. In stressed markets, the additional leverage can materially amplify downside risk.
When Mezzanine Makes Strategic Sense
Mezzanine debt is most appropriate in stabilized or near-stabilized assets with predictable cash flow, strong sponsorship, and a clear refinance or exit strategy. It is less suitable in speculative development without pre-leasing or defined take-out financing.
Execution Considerations
Sponsors must evaluate debt service coverage, blended cost of capital, refinancing risk, and intercreditor flexibility before layering mezzanine capital into a commercial real estate structure. Sophisticated underwriting and lender coordination are critical to avoid structural conflicts.