Leveraged Finance
Unitranche vs Senior Debt vs Mezzanine
The choice is not just price. The wrong layer creates covenant stress, refinance risk, or a documentation mess that slows closing.
The right layer matches your cash flow profile, collateral, and business risk.
If you want a term sheet process, start with Request A Quote.
1) Quick Definitions
| Layer |
What it is |
When it fits |
| Senior secured |
First lien debt with strong security and covenant protection. |
Stable cash flow, clean collateral, desire for lowest cost capital. |
| Unitranche |
Single tranche that blends senior and junior economics under one facility. |
Need speed, higher leverage, and a simpler lender group. |
| Second lien |
Junior lien behind first lien, often used to increase leverage. |
When a first lien lender caps leverage but the business can handle more debt. |
| Mezzanine |
Contractually subordinated capital, sometimes with warrants or PIK features. |
Equity gap fills, sponsor structures, or situations where collateral is limited. |
2) What Drives Pricing and Terms
Pricing is the output of risk, controls, and leverage, not a menu.
The biggest drivers are cash flow volatility, customer concentration, collateral coverage, and sponsor support.
Terms usually tighten when
- EBITDA is heavily adjusted or not consistent
- Capex and working capital swings are large
- Customer concentration is high
- Collateral is weak or hard to perfect
Terms usually improve when
- Revenue is recurring and retention is strong
- Margins are stable and pricing power is real
- Reporting is fast and credible
- Collateral and guarantees are enforceable
3) Documentation Differences That Matter
Senior debt focuses on first lien security, maintenance covenants, and tighter baskets.
Unitranche often trades some strictness for speed and a cleaner execution path.
Second lien and mezzanine introduce intercreditor and subordination terms that must be negotiated carefully.
Reality check:
many deals do not fail on price. They fail on a covenant package that the business cannot live with.
4) How Financely Helps You Choose the Right Layer
We structure the stack, run lender outreach, and manage the term sheet process. Start with How It Works
or contact us via Contact Us.
Request Terms for the Right Capital Stack
Share your latest financials, your transaction goal, and your current debt terms. We revert with a structure recommendation and a term sheet path.
Frequently Asked Questions
Is unitranche always faster than a bank syndicate?
Often, yes, because there are fewer decision makers. Speed still depends on data quality, legal readiness, and diligence scope.
When does second lien make more sense than mezzanine?
When collateral can support a junior lien and the business can handle higher leverage without heavy equity like economics.
What is PIK and why do mezzanine lenders use it?
PIK means payment in kind, where interest accrues to principal. It can preserve cash but increases refinance risk if leverage rises too much.
Do unitranche deals have covenants?
Yes. The mix varies. Some are maintenance covenant based, others are incurrence style, but lenders still require strong protections.
What is the biggest intercreditor issue in multi tranche stacks?
Control rights and remedies. Who can accelerate, who controls enforcement, and how proceeds are shared are the points that can drag a process.
How should sponsors think about flexibility vs price?
If the plan needs add on acquisitions, capex, or earnings volatility tolerance, flexibility can be worth more than a slightly lower spread.