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A mezzanine loan is a form of subordinated debt used to support a larger debt package in a merger or acquisition, often paired with equity kickers or warrants. A solicitor drafts and negotiates the facility agreement and intercreditor arrangement, secures the loan via a debenture over shares or assets, and coordinates with senior lenders. They advise on covenants, interest, repayment terms, and default consequences, and prepare any related security documentation and due diligence reports to protect the borrower and lender’s position.
Mezzanine finance involves complex documentation and intercreditor dynamics, including subordinated security, warrants, and bespoke repayment triggers. The solicitor handles the facility agreement, security over assets or shares, intercreditor arrangements, and compliance with corporate finance standards, ensuring proper alignment with senior debt and regulatory requirements. The role also covers due diligence coordination and risk allocation between lenders and the borrowing entity.
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