Intercreditor and Subordination Agreements in Mezzanine FinancingsProvided for download is an overview of the key terms and provisions in intercreditor/subordination agreements governing the relationship between a senior secured lender (the Senior Lender) and a mezzanine lender (the Mezz Lender). Typically, the obligations owing to the Mezz Lender (the Mezz Obligations) are unsecured or are secured solely by a pledge of the equity interests in the borrower and/or by a second lien security interest on the Senior Lender’s collateral (which when coupled with the payment subordination applicable to the Mezz Obligations, is frequently referred to as a “silent” second lien).

The applicability and negotiation surrounding each of the following discussed points can vary significantly based on the deal structure and the industry-specific experience and business relationships of the parties involved:

  • Payment Subordination and Blockage
  • Lien Subordination – Silent Second Lien and Equity Pledge
  • Exercise of Remedies/Standstill
  • Subordinate Lender-Favorable Provisions – Cure Right and Purchase Right
  • Debt Caps, Amendments and Other Restrictions
  • Customary Bankruptcy Provisions

Download Stuck in the Middle of the Cap Stack: Intercreditor and Subordination Agreements in Mezzanine Financings to better understand this layer of the capital stack.