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What is Mezzanine Finance? Bridging the Gap in Property Development Borrower Tips

What is Mezzanine Finance? Bridging the Gap in Property Development

Funding a property project typically involves a three-layer capital stack: senior debt, equity, and mezzanine finance.

Mezzanine finance is a powerful hybrid of debt and equity, sitting between these two layers. While it's more complex than traditional lending, it offers flexible capital for developers and higher returns for lenders, albeit with increased risk.

In today's challenging market, traditional funding often falls short. Developers face persistent pressures from rising material costs and fluctuating workloads, making comprehensive project finance critical.

That’s where mezzanine finance comes in: it bridges the gap between what a senior lender will offer and the equity a borrower can contribute.

In this article, you'll learn:

  • What mezzanine finance is and its place in the capital stack.
  • Key differences between mezzanine and bridging finance.
  • Real-world examples of how mezzanine loans work.
  • The pros and cons of mezzanine funding.
  • When it’s the right solution for your project.

We'll also show how comparison platforms like Brickflow can help you source senior debt and mezzanine finance from a wide panel of lenders, making it easier to complete your capital stack with confidence.

What is Mezzanine Finance?

Mezzanine finance is a hybrid funding solution blending characteristics of both debt and equity. It sits between senior debt (like a mortgage or commercial loan) and equity (the developer’s or investor’s own capital) in the capital stack. This is why it’s called "mezzanine," meaning "middle."

This structure is particularly useful when a project faces a funding gap. For example, if a senior lender won't cover a development’s full cost, and the developer wants to limit additional equity, mezzanine finance can bridge the shortfall.

This scenario is increasingly common. Recent Brickflow data highlights a tightening in traditional lending, with average leverage on residential development loans often sitting significantly lower than historical levels (for example, 66% compared to typical 70%+ in more stable periods). This shortfall often makes mezzanine finance a critical part of the funding mix.

While mezzanine loans carry higher interest due to their subordinated position, they help developers progress without diluting ownership, especially when used alongside senior debt.

Mezzanine Finance vs. Bridging Finance: What’s the Difference?

Both mezzanine and bridging loans can plug funding shortfalls, but they serve different purposes and are structured differently:

Bridging Finance

  • Purpose: Short-term, interest-only loans for quick property purchase or refinance.
  • Security: Secured by a first or second charge.
  • Typical Use: Time-sensitive acquisitions (e.g., auction purchases, land acquisition).
  • Repayment: Commonly repaid within 6 to 18 months, often upon sale or refinance.

Mezzanine Finance

  • Purpose: Tops up a senior loan to cover an equity gap.
  • Security: Subordinated to senior debt; repaid second.
  • Typical Use: Development or investment projects.
  • Cost: Higher cost due to increased risk.
  • Hierarchy: Always secondary funding, requiring a deed of priority between lenders.

In short, bridging is usually the primary funding solution for a time-sensitive acquisition. Mezzanine, however, is a complementary layer, helping complete the capital stack when senior debt and equity alone aren’t enough. To dive deeper into short-term solutions, explore the pros and cons of a bridging loan.

Not sure which is right for your project? Our team can help you compare funding options and structure the most efficient capital stack. Speak to a Brickflow specialist or use our bridging loan calculator to get started.

Where Mezzanine Finance Sits in the Capital Stack

EQUITY
highest risk,
last to be repaid

MEZZANINE
FINANCE

subordinated debt
SENIOR DEBT
lowest risk,
first to be repaid

Where Mezzanine Finance Sits in the Capital Stack

The capital stack defines the hierarchy of funding for a property project. Each layer carries a different risk level and determines repayment order in the event of default.

Here’s a simplified breakdown:

  • Senior Debt: Lowest risk, repaid first.
  • Mezzanine Finance: Subordinated debt, repaid after senior lenders.
  • Equity: Highest risk, last to be repaid.

Because mezzanine finance ranks below senior debt, it’s considered higher risk, commanding a higher return. However, it still ranks above pure equity, which assumes the greatest risk for the highest potential reward.

To formalise this structure, a deed of priority (also called an intercreditor agreement) is usually required. This legal document ensures all parties, especially the senior lender, agree on the repayment order and control terms if the borrower defaults.

How Does Mezzanine Finance Work?

Mezzanine finance sits behind senior debt in the repayment order. Its subordinated position means higher risk for the lender, leading to a higher cost for the borrower. To understand the specifics, let's explore how property development finance works, particularly with mezzanine finance.

A deed of priority (or intercreditor agreement) is required to formalise the repayment hierarchy, ensuring both lenders agree on who gets paid first if the borrower defaults.

Mezzanine capital can also be harder to source due to fewer active lenders. This is where platforms like Brickflow and DealLocker come in, providing a one-stop solution for accessing senior debt, mezzanine finance, and equity funding through a single application.

How is a Mezzanine Loan Structured?

A typical mezzanine loan:

  • Has a fixed interest rate, usually between 10% and 20% per annum.
  • Is secured via a second legal charge behind the senior lender.
  • May include profit participation or an equity kicker. This gives the lender a share of profits or a bonus if the project performs well, aligning their return with the project’s success.

Repayment Structure

Mezzanine loans are generally repaid as a lump sum at the end of the term, offering developers more flexibility with cash flow during the project.

While some lenders may require monthly interest payments, more commonly, interest is rolled up and added to the loan balance. This reduces financial pressure during the build phase, especially when the asset won't generate income until completion or sale.

Balloon Repayment at Maturity

At the end of the term, the borrower makes a balloon payment, which includes:

  • The original loan amount.
  • Any rolled-up or accrued interest.

Typical exit routes include:

This structure allows developers to focus capital on delivering the scheme before settling the mezzanine facility in full.

Mezzanine Finance vs. Equity: Which Should You Use?

When senior debt isn’t enough to cover full project costs, developers typically choose between mezzanine finance and equity. Both options sit behind senior debt, but with very different trade-offs:

  • Mezzanine finance is still a loan, so it doesn’t dilute your ownership. You retain control and a larger share of profits, but you’ll need to repay the facility in full. Failure could lead to enforcement action or the lender converting its position into equity.
  • Equity investment means giving up a portion of ownership for capital. There are no fixed repayments, which can be helpful in uncertain or early-stage projects. However, it means less control and a smaller share of future returns.

Why Not Just Use One?

Using only mezzanine finance can over-leverage a project and increase repayment pressure. Going all-in on equity might protect cash flow, but it costs ownership and upside. Often, a blend of both offers the best of both worlds, balancing control, cost, and risk.

Are There Other Options?

Yes, alternative structures can help developers raise additional capital without relying solely on mezzanine or equity:

  • Cross-collateralisation: Using additional assets (like another property or land) as security to increase loan size.
  • Second charges: Securing finance with a second legal charge on the project property, or even on a personal residence or other investment asset.
  • Joint ventures or profit-share models: A partner provides capital in exchange for a share of profits, without taking formal equity.

These strategies can be complex to structure but are increasingly common for developers maximising leverage without losing control.

Need help structuring your capital stack? Brickflow and DealLocker make it easy to compare senior debt, mezzanine finance, and alternative solutions, all through a single digital application.

Is Mezzanine Finance Right for You?

Mezzanine finance is a powerful tool, but one best used by experienced developers or businesses with a clear exit strategy and access to additional capital. For a broader understanding of project viability, consider the pros and cons of property development itself.

Best Suited For:

  • Experienced developers or investors with capital tied up in other schemes needing additional funds for new projects.
  • Borrowers with a strong track record, robust financials, and a well-defined exit strategy.
  • Those looking to stretch their equity across multiple deals without giving up ownership.

Not Typically Suited For:

  • First-time developers.
  • Businesses lacking sufficient equity or experience to meet traditional lender requirements.
  • Projects with weak or uncertain exit plans.

Built-In Flexibility

Unlike senior debt, mezzanine finance is often more flexible in structure and repayment:

  • No amortisation: Many mezzanine loans don’t require monthly repayments of principal and interest.
  • Rolled-up interest: Interest may accrue during the loan term and be paid in full at maturity.
  • Tailored terms: Some lenders offer customised repayment plans or negotiated exits.

This flexibility frees up working capital, helping borrowers:

  • Prioritise repaying senior debt.
  • Reinvest funds into the project.
  • Maintain momentum across multiple developments.

Mezzanine lenders often take a commercial view on deal structures, especially with experienced teams, making this funding well-suited to ambitious growth plans.

What is Profit Participation in Mezzanine Finance?

Because mezzanine loans are subordinated (repaid after senior debt), they carry more risk for the lender. In return, some lenders ask for a share of the project’s profits, known as profit participation, in addition to regular interest payments. This allows lenders to benefit from the project’s success without taking equity ownership.

How It Works

Profit participation is a contractual arrangement, not a shareholding. The lender doesn’t own part of the development but may receive:

  • A fixed interest rate (e.g., 12% per annum).
  • Plus a profit share (e.g., 10% of net profit or IRR at project exit).

Example: A mezzanine lender agrees to a 12% interest rate plus 10% of net profit. If the project is highly profitable, the lender earns more than interest alone. If it underperforms, they still receive the fixed return but little or no profit share.

Feature Mezzanine with Profit Participation Equity Investor
Ownership No Yes – holds a share of the business
Control/Influence Limited or none May have voting rights
Repayment Fixed timeline (e.g., loan term) No guaranteed repayment date
Return Basis Interest + profit share Dividends or capital gains
Seniority Above equity, below senior debt Last to be repaid

In short, profit participation gives mezzanine lenders potential upside without requiring the borrower to give up equity or control. It’s a smart way to align both parties’ interests in the project's success.

Who Provides Mezzanine Finance?

In the UK, mezzanine finance is provided by a wide range of sources, including:

  • Specialist mezzanine lenders
  • Private equity firms
  • Family offices
  • Institutional investors
  • High-net-worth individuals (HNWIs)

These lenders often operate through intermediaries or platforms that specialise in property finance, making it easier for developers to access funding beyond the traditional bank route.

How Brickflow + DealLocker Help

Securing finance for property development is complex, especially when you’re trying to pull together senior debt, mezzanine funding, and possibly even equity. Traditional routes are slow, fragmented, and often stacked against the borrower.

Brickflow changes that. We’re the UK’s first search engine for commercial property finance, giving developers access to over 100 lenders through one digital platform.

Benefit What It Means for You
More funding options Tap into both senior debt and second-charge lenders
Faster deal completion One digital application speeds up the process
Complete capital stack Structure deals from top to bottom in one workflow
Transparent process Retain control while receiving competitive proposals

One of the most efficient ways to access mezzanine finance is through Brickflow’s partnership with DealLocker, a curated digital marketplace that connects developers with second-charge and equity investors.

What DealLocker Offers:

  • Access to a vetted network of family offices, private funds, and HNWIs.
  • A reverse enquiry model where borrowers list their deals anonymously and securely.
  • Competitive funding proposals delivered with full transparency and borrower control.

Why Use Brickflow?

Brickflow is the UK’s first search engine for commercial property finance. Through its integration with DealLocker, it offers:

  • Full capital stack access: Secure senior debt, mezzanine loans, and equity funding in one place.
  • Fast decision-making: Compare live funding options from 100+ lenders in minutes, with decisions typically in 48 to 72 hours.
  • Simplified process: One platform, one application, multiple funding sources (learn more about the development finance application process).

Find out more about navigating complex project funding through Brickflow and DealLocker.

Pros and Cons of Mezzanine Finance

Advantages Disadvantages
Increased leverage: Fund larger projects with less equity Higher cost: Interest rates are significantly above senior debt
Ownership retention: Avoid giving away equity Subordination risk: If the project fails, mezzanine lenders are at greater risk
Flexible structure: Custom repayment terms Strict eligibility: Often only available to experienced developers with strong track records
Access to complex projects: Especially useful when senior lending is conservative  

When is Mezzanine Finance Right for Your Project?

Mezzanine finance is most commonly used in property development and investment, where it helps plug funding gaps left by increasingly conservative senior lenders.

In a high-interest rate, low-leverage environment, developers are asked to contribute more equity. This often prompts the question of how much money you really need for property development, and can limit their ability to scale or even get projects off the ground.

Common Uses in Real Estate

Property Development

Used to cover land acquisition and build costs when senior loans don’t stretch far enough. You can learn more about the development finance process here.

Property Investment

Helps fund the purchase or refinance of income-generating assets, particularly when senior lenders cap LTVs.

The Funding Gap in Action

Let’s say a borrower is developing a scheme with a Gross Development Value (GDV) of £10 million and build costs of £7 million.

Factor High Leverage + Lower Pricing Low Leverage + Higher Pricing (Current Market)
Max LTGDV 65% 55%
Max LTC 80% 65%
Interest Rate 6% p.a. 8% p.a.
LTGDV Limit 65% x £10m = £6.5m 55% x £10m = £5.5m
LTC Limit 80% x £7m = £5.6m 65% x £7m = £4.55m
Developer Equity Required £7m - £5.6m = £1.4m £7m - £4.55m = £2.45m

In this scenario, the borrower would need to find an extra £1.05 million in equity in the "Low Leverage" market. That’s where mezzanine finance becomes critical, covering the shortfall so the developer can proceed without stalling or over-diluting their position.

Example: If senior debt covers 70% of project costs, mezzanine finance might plug 20%, reducing the developer’s equity input to just 10%. Mezzanine funds typically land on day one, alongside the borrower’s own equity.

Other Use Cases Outside of Real Estate

While less common in this context, mezzanine finance can also be used for:

Business Acquisitions

To fund part of the purchase price when senior debt and retained earnings aren’t enough, without giving away equity.

Capex Expansion

To support growth initiatives like buying equipment or facilities when traditional borrowing limits are maxed out.

In both cases, mezzanine is often used after cheaper options are exhausted, usually by businesses with reliable cash flow and strong repayment potential.

How Brickflow Helps You Secure Mezzanine Finance (and More)

Securing property finance is complex, especially when you’re trying to pull together senior debt, mezzanine funding, and possibly even equity. Traditional routes are slow, fragmented, and often stacked against the borrower.

Brickflow changes that. We’re the UK’s first search engine for commercial property finance, giving developers access to over 100 lenders through one digital platform.

Whether you're building from the ground up or refinancing an investment, we help you:

  • Source senior debt, mezzanine finance, and equity in one place (no more chasing multiple brokers or lenders).
  • Compare live loan terms instantly, based on your project details and lender criteria.
  • Complete your capital stack seamlessly, including second-charge and profit-participating funding options through our partnership with DealLocker.
  • Accelerate deal timelines (with typical approvals in 48 to 72 hours).

Ready to run your numbers? Use Brickflow’s development finance calculator to see what your project could secure, in minutes, not weeks.

 

FAQs

What is mezzanine finance primarily used for in UK property development?

In UK property development, mezzanine finance primarily bridges funding gaps between your main senior loan and your own equity. It's a smart way to reduce your upfront cash contribution, helping you fund up to 90-95% of project costs and tackle bigger schemes.

How does mezzanine debt affect my overall project financing strategy in the UK?

Mezzanine debt significantly boosts your financing strategy. It lets you take on more projects without tying up all your capital. While it's pricier than senior debt, its flexibility ensures you can complete your capital stack and accelerate development, ultimately aiming for better returns.

Where is the best place to compare mezzanine finance options for UK property projects?

For UK property projects, the best place to compare mezzanine finance is with Brickflow. We give you instant access to live rates and terms from over 100 specialist lenders. Quickly model deals, compare offers, and find the perfect mezzanine solution, all in one place.

Is mezzanine finance a suitable option for first-time developers in the UK?

No, mezzanine finance isn't typically for first-time developers in the UK. It's a higher-risk, higher-cost solution, best suited for experienced developers with a proven track record, solid financials, and a clear exit plan for their projects.

What are the typical costs associated with mezzanine funding for UK residential or commercial schemes?

For UK residential or commercial schemes, mezzanine funding usually costs 10-20% interest per annum. This higher rate reflects the increased risk, as it sits behind senior debt. Some deals might also include a profit share for the lender, known as an "equity kicker."

How can Brickflow help me secure comprehensive property development finance, including mezzanine?

Brickflow simplifies property development finance. Our platform connects you to a wide panel of specialist lenders, including mezzanine providers. You can model scenarios, compare offers, and streamline your application, often getting a decision in principle in minutes, not weeks, for your full capital stack.

What's the fastest way to get a decision on mezzanine finance for a UK property development?

The fastest way to get a decision on mezzanine finance for a UK property development is through a digital platform like Brickflow. By submitting a single application, you can access multiple lenders and equity investors via our DealLocker integration, speeding up comparisons and funding decisions dramatically.

When should a developer in the UK choose mezzanine finance over contributing more equity?

A UK developer should pick mezzanine finance over more equity if they want to keep more ownership and maximize their potential profits. It's a strategic move to stretch your existing equity across multiple projects, providing vital capital without diluting your control or future returns.

How does Brickflow ensure transparency when sourcing mezzanine finance from its panel of lenders?

Brickflow brings full transparency to mezzanine finance sourcing. Our digital marketplace lets you compare live loan terms and proposals directly from over 100 specialist lenders. You stay in control, seeing all competitive offers clearly, making informed decisions easier.

What role does a 'deed of priority' play in UK mezzanine finance agreements?

In UK mezzanine finance, a deed of priority (or intercreditor agreement) is vital. This legal document clearly defines the repayment order for all lenders. It ensures everyone agrees who gets paid first if a borrower defaults, protecting the positions of both senior and mezzanine lenders.

Ready to run your numbers through Brickflow?

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