Loan structure

Mezzanine and preferred equity

The layer that sits behind senior debt and in front of the developer's own equity, bridging the gap between what the senior lender will advance and the total cost of a scheme. Mezzanine finance and preferred equity lift total leverage and reduce the cash a developer has to commit, in exchange for a higher return to the mezzanine provider.

Matt Lenzie
Written and reviewed by Matt Lenzie Founder & Principal Broker · 25 years arranging stabilisation finance · Reviewed June 2026

What are mezzanine finance and preferred equity?

Mezzanine finance is a layer of debt that sits behind the senior loan in the capital structure and in front of the developer's equity, used to bridge the gap between the senior lender's advance and the total cost of a development or stabilisation. The senior lender takes the first charge and lends the safest slice of the cost; the developer puts in equity at the bottom, taking the first loss; and mezzanine fills the space between, secured by a second charge or an intercreditor agreement behind the senior lender. Because it ranks behind the senior debt and is repaid after it, mezzanine carries more risk and a higher interest rate, but it lets a developer build a larger scheme with less of their own cash.

Preferred equity does a similar job from the equity side rather than the debt side. Instead of a second-charge loan, the preferred equity provider takes a share in the project company with a priority return: they are paid out before the developer's ordinary equity, at an agreed rate, but rank behind the senior and mezzanine debt. The line between deeply subordinated mezzanine and preferred equity is often a structuring choice driven by security, tax and the senior lender's intercreditor requirements, and the two are frequently used to fill the same gap.

We are arrangers, not a lender. We structure and place mezzanine finance and preferred equity with the specialist mezzanine lenders, debt funds and equity providers active in UK property development and stabilisation, and we coordinate the intercreditor position with the senior lender so the whole capital stack holds together. The point of the layer is to bridge the equity gap behind senior debt: to make a viable scheme fundable when the developer cannot, or does not want to, put in all the equity the senior lender leaves uncovered. All terms are illustrative, subject to principal sign-off, and not an offer of finance.

  • A layer behind senior debt and in front of the developer's equity
  • Bridges the gap between the senior advance and total scheme cost
  • Lifts total leverage and reduces the cash the developer commits
  • Secured by a second charge or intercreditor agreement behind the senior lender
  • Preferred equity does the same job from the equity side with a priority return
  • Placed with specialist mezzanine lenders, debt funds and equity providers

Indicative terms

  • PositionBehind senior debt, in front of developer equity
  • Loan to costSenior plus mezzanine indicatively up to 85 to 90 percent of cost
  • Mezzanine sizeThe gap between the senior advance and the developer's equity
  • RateIndicatively a higher interest rate than senior debt, reflecting the risk
  • ReturnCoupon, an arrangement fee, and sometimes a profit share
  • SecuritySecond charge or intercreditor agreement behind the senior lender
  • Preferred equityA priority return ahead of ordinary equity, behind the debt
  • ExitRepaid on sale or refinance, after the senior debt

Indicative only. Terms vary by lender, scheme and borrower and are not an offer of finance.

Who it suits

  • Developers who cannot, or prefer not to, fund the full equity gap themselves
  • Schemes where the senior advance leaves a fundable but real shortfall
  • Developers stretching limited equity across more than one project
  • Borrowers needing to lift total leverage on a viable development
  • Sponsors raising preferred equity rather than diluting ordinary equity

Discuss mezzanine and preferred equity

A view on fundability within one working day.

Process

How a mezzanine layer is structured in the stack

Size the gap

We model the total cost, the senior advance and the developer's available equity, and identify the gap the mezzanine or preferred equity must fill.

Place the layer

We approach mezzanine lenders and equity providers, agree the rate, the return and the security, and structure it as debt or preferred equity to suit.

Agree the intercreditor

We coordinate the intercreditor agreement between the senior lender and the mezzanine provider, so ranking, step-in and payment priorities are clear.

Repay after senior debt

The scheme completes and sells or refinances; the senior debt is repaid first, then the mezzanine or preferred equity with its return, then the developer's equity.

What a mezzanine provider assesses

A mezzanine provider underwrites the same scheme as the senior lender but from a riskier position, so it looks harder at the equity cushion beneath it and the headroom in the projected outcome. It wants a viable scheme with a credible developer, a sound senior facility already in place or being arranged alongside, whether that senior layer is a development loan or a bridging loan on a completed asset, and enough developer equity below the mezzanine that the layer is not exposed to the first loss. Track record weighs heavily here: an experienced developer with delivered schemes behind them clears the bar more easily, while a first-time developer is fundable where the senior structure is sound, the equity cushion is real and the team around them is proven. It assesses the projected profit or stabilised value against total cost, because its return and its capital both depend on the scheme delivering with margin to spare. The intercreditor position with the senior lender is central: the mezzanine provider needs agreed rights on ranking, payment and step-in if the scheme struggles. Because mezzanine ranks behind the senior debt and ahead only of the developer's equity, the provider prices for that risk and is selective about the schemes it backs. We package the appraisal, the senior structure and the equity position so the mezzanine case is credible, and we structure the intercreditor so the stack holds together.

How much a mezzanine layer adds and what it returns

Mezzanine and preferred equity raise total leverage above what the senior lender will advance alone. A senior development facility might fund indicatively 60 to 70 percent of cost; a mezzanine layer behind it can lift the combined total to indicatively 85 to 90 percent of cost, cutting the developer's cash requirement to the remaining 10 to 15 percent. The mezzanine itself is sized as the gap between the senior advance and the equity the developer will commit. In exchange for ranking behind the senior debt, the provider takes a higher return: a coupon at a higher interest rate than senior debt, an arrangement fee, and on some deals a share of the profit. Preferred equity is priced as a priority return ahead of ordinary equity. The arithmetic is a trade: more leverage and less developer cash, against a higher cost on the mezzanine slice, so it pays where the developer's equity is better deployed elsewhere or stretched across schemes. We model the stack, the blended cost and the effect on the developer's return. All bands are illustrative, vary by provider and scheme, are subject to principal sign-off, and are not an offer.

The cost of mezzanine against its effect on returns

Mezzanine finance is more expensive than senior debt and cheaper than giving away ordinary equity, which is the space it occupies. It costs a higher interest rate than the senior loan, plus an arrangement fee and sometimes a profit share, all reflecting that it ranks behind the senior debt and is repaid after it. The right question is not whether mezzanine is dear in isolation, which it is, but what it does to the developer's return: by reducing the cash committed, it can lift the return on the developer's own equity even after paying the mezzanine cost, and it can let limited equity fund more than one scheme. Where it destroys value is on a thin-margin scheme with little headroom, because the mezzanine cost then eats the profit. We model the blended cost of the whole stack and the effect on the developer's return, disclose our broker fee in writing, and never claim an exclusive panel or an exclusive tie to any provider. The figures are indicative and not an offer of finance.

Mezzanine, preferred equity and putting in more of your own equity

Filling the gap between the senior advance and total cost comes down to three routes: more developer equity, mezzanine debt, or preferred equity. Putting in more of your own equity is the cheapest in cash terms but consumes capital that could fund another scheme and concentrates risk in one project. Mezzanine debt preserves the developer's cash and ordinary equity, at the cost of a higher interest rate on the gap and a second-charge ranking behind the senior lender. Preferred equity also preserves ordinary equity but shares in the project company with a priority return rather than charging interest, which can suit the senior lender's intercreditor preferences or the tax position better. The right answer turns on how much cash the developer wants to keep free, the scheme's margin, and the senior lender's requirements. We model all three so the choice is made on the return each leaves the developer.

FAQ

Mezzanine and preferred equity: common questions

What is mezzanine finance in property development?

Mezzanine finance in property development is a layer of debt that sits behind the senior loan and in front of the developer's equity, used to bridge the gap between what the senior lender advances and the total cost of the scheme. It is secured by a second charge or an intercreditor agreement behind the senior lender, carries a higher interest rate because it ranks behind the senior debt, and lets a developer build a larger scheme with less of their own cash.

What is mezzanine financing in real estate?

In real estate, mezzanine financing is subordinated debt that fills the space between senior debt and equity in the capital structure of a development or investment. The senior lender takes the first charge and the safest slice; the developer's equity takes the first loss at the bottom; and mezzanine sits between, repaid after the senior debt and before the equity. Because of that ranking it is priced higher than senior debt but cheaper than giving away ordinary equity.

What is an example of mezzanine financing?

Suppose a development costs 10 million pounds. A senior lender advances 6.5 million, around 65 percent of cost, and the developer has 1.5 million of equity to commit, leaving a 2 million gap. A mezzanine provider funds that 2 million behind the senior lender, lifting total leverage to 85 percent of cost, in exchange for a higher interest rate and an arrangement fee. On sale or refinance the senior 6.5 million is repaid first, then the mezzanine 2 million with its return, then the developer's equity and profit.

What are the risks of mezzanine financing?

For the developer, mezzanine adds cost and a second lender with intercreditor rights, and the higher rate eats into the profit, so on a thin-margin scheme it can leave little for the equity. For the mezzanine provider, the risk is its ranking: it is repaid only after the senior debt, so if the scheme underperforms and the proceeds fall short, the mezzanine can be impaired before the senior lender is. That ranking is why mezzanine is priced higher and why providers are selective. We model the margin and the blended cost so the risk is clear before committing.

What is the difference between mezzanine finance and preferred equity?

Mezzanine finance is debt: a subordinated loan secured by a second charge or intercreditor agreement, paying a coupon and ranking behind the senior debt but ahead of equity. Preferred equity is an equity interest in the project company with a priority return: it is paid out before the developer's ordinary equity, at an agreed rate, but ranks behind both the senior and mezzanine debt. The choice between them is often a structuring decision driven by security, tax and the senior lender's intercreditor requirements.

How much can mezzanine finance increase leverage?

A senior development facility might fund indicatively 60 to 70 percent of cost. A mezzanine layer behind it can lift the combined total to indicatively 85 to 90 percent of cost, reducing the developer's cash requirement to the remaining 10 to 15 percent. The exact stretch depends on the scheme's margin and the headroom in the projected outcome, because the mezzanine provider needs an equity cushion beneath it. The figures are illustrative, vary by provider and scheme, and are subject to principal sign-off.

Discuss mezzanine and preferred equity

Send us your scheme and we will come back with a view on fundability and likely terms within one working day.