Introduction to the
Capital Structure

Introductory Material
01

How Debt Works in Practice

The mechanical building blocks that show up across all debt instruments.

How Debt Costs Are Expressed

Fixed Rate

A set interest rate for the life of the loan (e.g., 7.5% coupon paid semi-annually). The borrower knows exactly what they'll pay — no surprises. Common in bonds and high-yield notes.

Floating Rate

A base rate that moves with the market, plus a fixed spread on top. The total cost changes as the base rate moves. Common in leveraged loans (revolvers, TLA, TLB).

Floating Rate Mechanics

  • The base rate today is SOFR (Secured Overnight Financing Rate) — essentially the cost of overnight borrowing between banks
  • The spread is the premium the lender charges above SOFR to compensate for credit risk
  • Expressed as: SOFR + 400 bps (basis points). One basis point = 0.01%, so 400 bps = 4.0%
  • If SOFR is 5.0%, the borrower pays 9.0% total. If SOFR drops to 3.0%, they pay 7.0%

Key concept: The spread is where credit risk lives. A safer borrower might pay SOFR + 200 bps; a riskier one pays SOFR + 600 bps. The base rate is the same for everyone — the spread is what the lender controls.

Security and Collateral

  • Collateral is assets pledged by the borrower that the lender can seize and sell if the borrower defaults
  • Secured debt has a claim on specific collateral; unsecured debt does not — it relies only on the borrower's general obligation to repay
1st

First Lien

First claim on the pledged assets — gets paid first from any sale of collateral. Lowest risk position among debt holders, which is why it carries the lowest pricing.

2nd

Second Lien

Secured by the same collateral, but the claim sits behind first lien holders. Only recovers value after first lien is fully repaid — higher risk, higher pricing.

Unsecured

No specific collateral claim — stands behind all secured creditors. Relies on the borrower's overall ability to repay and whatever value remains after secured claims are satisfied.

Key principle: Security determines what happens when things go wrong. In normal operations, all debt gets paid on schedule. The distinction matters in distress — and that's exactly when it matters most.

Protecting Your Capital

  • When you give someone your capital, you need a mechanism to protect it. Equity and debt solve this differently.

Equity Holders Get Governance

Voting rights, board seats, approval over major decisions. They can directly influence how the company is run. If they don't like management's direction, they can vote to change it.

Debt Holders Get Covenants

Contractual restrictions written into the debt agreement that limit what the borrower can do. No vote, no seat at the table — covenants are their protection instead. They can't steer the company, but they can set boundaries.

Two Types of Covenants

Maintenance Covenants

Tested on a regular schedule (typically quarterly) regardless of what the borrower does. Example: total debt cannot exceed 5.0x EBITDA, tested every quarter. If the borrower breaches — even passively because earnings declined — the lender can declare default. More restrictive; gives lenders an early warning system.

Incurrence Covenants

Only tested when the borrower takes a specific action (incurring new debt, making an acquisition, paying a dividend). If you don't take the action, the covenant is never tested. Less restrictive; gives borrowers more operational freedom.

How Principal Gets Repaid

  • Every debt instrument must eventually return the principal (the original amount borrowed) to the lender. How and when that happens varies significantly.

Amortizing Debt

Principal is repaid in scheduled installments over the life of the loan (e.g., 5–15% per year). The balance decreases over time — the company is actively deleveraging. Reduces lender risk but requires steady cash flow from the borrower.

Bullet Repayment

Little or no principal is repaid during the loan — the full balance comes due at maturity. Preserves cash flow during the term but creates a large payment at the end. The borrower typically plans to refinance rather than repay from cash.

Key distinction: Amortization is forced discipline — it reduces debt whether the borrower wants to or not. Bullet structures give flexibility but shift risk to the maturity date: can the borrower refinance?

How Interest Gets Paid

  • Normally, interest is paid in cash on a regular schedule — monthly, quarterly, or semi-annually
  • With Payment-in-Kind (PIK), the borrower "pays" by issuing more debt — the interest amount is added to the principal balance instead of being paid in cash
  • The debt grows over time because unpaid interest compounds on itself
  • PIK rate is typically higher than the cash interest rate (e.g., 12% cash vs. 14% PIK) to compensate the lender for not receiving cash

Why PIK exists: It preserves cash for companies that need it — growth-stage businesses, cyclical companies in downturns, or highly leveraged deals where cash interest would be too burdensome.

PIK in Practice

$10M NOTE AT 14% PIK START YR 1 YR 2 YR 5 $10.0M $11.4M $13.0M $19.3M Original principal Accrued PIK interest

Debt Nearly Doubles in 5 Years

A $10M note at 14% PIK grows to ~$19.3M after 5 years of compounding. No cash leaves the borrower's account — but the total obligation escalates dramatically.

PIK is a trade-off between cash preservation today and a larger obligation tomorrow.

Lender perspective: Higher return on paper, but reinvestment risk — the lender isn't receiving cash they can redeploy into other opportunities.

02

The Capital Structure

How debt is layered into a company's financing — and why where you sit in the stack determines everything.

How the Stack Works

PAID FIRST PAID LAST Senior Secured Debt Revolver • TLA • TLB • Unitranche Unsecured Debt / High-Yield Bonds No collateral • Fixed rate • Senior notes Subordinated / Mezzanine Highest debt yields • PIK • Warrants Equity Residual claim • Highest risk LOWEST RISK LOWEST RETURN HIGHEST RISK HIGHEST RETURN

Seniority Determines Everything

In normal operations, everyone gets paid according to their contract. The order matters in distress: if the company can't pay everyone, the capital structure determines who gets paid first and who takes losses.

This hierarchy is why each layer prices differently: the lower you sit, the more risk you bear, and the more return you demand.

Revolving Credit Facility

  • A committed line of credit the borrower can draw, repay, and re-draw during its term — functioning like a corporate credit card
  • Senior secured, first lien on all assets
  • Floating rate (SOFR + spread), with a commitment fee on the undrawn portion (0.25–0.50%)
  • Maintenance covenants tested quarterly — the most restrictive covenant package in the capital structure
  • Typical maturity: 3–5 years. Used for working capital fluctuations, short-term liquidity needs, and letter of credit issuance

Pricing: SOFR + 250–400 bps depending on leverage, plus commitment fee. Not designed to be permanently drawn — it's a liquidity backstop, not long-term financing.

Term Loan A (TLA)

  • An amortizing senior secured term loan with scheduled principal repayments
  • Senior secured, first lien — same priority as the revolver
  • Floating rate (SOFR + spread) with maintenance covenants
  • Amortizes 5–15% annually — the borrower is actively paying down the balance over time
  • Held primarily by commercial banks who value the steady deleveraging. Typical maturity: 5–7 years

Pricing: SOFR + 150–300 bps depending on credit profile. Used for strategic acquisitions and conservative capital structures — companies that want to maintain strong credit profiles.

Term Loan B (TLB)

  • A non-amortizing (or minimally amortizing) term loan sold to institutional investors
  • Senior secured, first lien — same collateral priority as revolver and TLA
  • Floating rate (SOFR + spread) but with incurrence covenants only — no quarterly maintenance tests
  • Minimal amortization: typically 1% per year with a bullet repayment at maturity. Typical maturity: 7–8 years
  • Held by CLOs, mutual funds, and hedge funds — not banks. The workhorse of LBO financing

Pricing: SOFR + 400–600 bps for B/B- credits. Institutional investors buy it for higher yields, floating rate protection, senior secured recovery, and secondary market liquidity.

Unitranche

  • A single tranche that combines first and second lien economics into one facility
  • Provided by direct lenders (BDCs, credit funds) — not traditional banks
  • Senior secured, first lien on all assets with blended pricing — one rate averaging what separate first and second lien would cost
  • Floating rate with typically one maintenance covenant (leverage test). Typical maturity: 6–7 years
  • Increasingly popular for middle-market LBOs — single negotiation, faster execution, one lender to work with, and often higher leverage available (6–7x vs. 4–5x from banks)

Pricing: SOFR + 550–750 bps all-in (blending what would be separate first lien and second lien facilities).

High-Yield Bonds

  • Unsecured debt issued in public or private (144A) bond markets
  • No collateral claim — sits behind all secured debt in the recovery waterfall
  • Fixed-rate coupon paid semi-annually (e.g., 7.5%). Incurrence covenants only
  • Callable after 3–5 years, typically at a premium. Typical maturity: 7–10 years
  • Used alongside secured loans in LBOs for additional capacity, and by asset-light businesses (services, tech) with limited tangible collateral to pledge

Pricing: 6.5–9.5% fixed coupon depending on credit rating (B to CCC). Higher cost than secured debt, but flexible covenants and longer maturity provide operational freedom.

Mezzanine / Subordinated Debt

  • Unsecured and subordinated to all other debt — the lowest priority layer before equity
  • Highest yields in the debt stack: 12–15% current interest (cash or PIK)
  • Often includes equity warrants giving the lender 5–15% ownership upside. Total return target: 15–20% IRR
  • Minimal or no covenants — operates like quasi-equity. Typical maturity: 8–10 years
  • Bridges the gap between senior debt capacity and the equity check size. Lowest recovery in bankruptcy — often zero after senior claims are satisfied

Equity

  • The base of the capital structure — residual claim after all debt obligations are met
  • No contractual right to repayment or any return
  • Highest risk: equity holders are last in line in distress and absorb losses first
  • Highest potential return: all value above what's owed to debt holders accrues to equity
  • Equity holders have governance rights — voting, board seats, influence over strategic direction. In an LBO, the sponsor's equity check typically represents 30–40% of the purchase price

Instruments at a Glance

Instrument Seniority Security Rate Covenants Maturity Typical Pricing
Revolver Senior 1st Lien Floating Maintenance 3–5 yrs SOFR + 250–400
Term Loan A Senior 1st Lien Floating Maintenance 5–7 yrs SOFR + 150–300
Term Loan B Senior 1st Lien Floating Incurrence 7–8 yrs SOFR + 400–600
Unitranche Senior 1st Lien Floating Light Maint. 6–7 yrs SOFR + 550–750
High-Yield Unsecured None Fixed Incurrence 7–10 yrs 6.5–9.5%
Mezzanine Subordinated None Fixed/PIK Minimal 8–10 yrs 12–15% + warrants

Key Takeaway

  • Each instrument exists for a specific reason — different risk profiles, different investors, different structural features
  • Structuring a deal means combining these instruments to minimize the total cost of capital while matching the borrower's cash flow profile, risk tolerance, and operational needs
  • There is no single "right" structure — the optimal mix depends on the company, the transaction type, and market conditions at the time

Next module: Introduction to Transaction Types — how LBOs, strategic acquisitions, and growth capital transactions each use these instruments differently.