Case 80 / 183 Entry

Debt Structures in an LBO

LBO & Private Equity

The prompt

“As a private equity analyst, walk me through the different layers of debt in an LBO capital structure — senior secured, mezzanine, and PIK notes — and explain who gets paid first and why that priority matters for both the lenders and the sponsor's equity returns.”

📋 What you're given

As a private equity analyst, walk me through the different layers of debt in an LBO capital structure — senior secured, mezzanine, and PIK notes — and explain who gets paid first and why that priority matters for both the lenders and the sponsor's equity returns.

1. Task Overview

Task: explain how the tranches in this capital structure rank in repayment priority, then use the figures below to quantify what that debt stack actually costs the sponsor and how it evolves through the first year of the hold.

Step 1: Given Data — LBO Capital Structure

A private equity sponsor is financing an acquisition using the following stack of debt tranches alongside its own equity check.

TrancheAmount ($m)Interest RateCash or PIKSeniority (Repayment Priority)
Senior Secured Term Loan$200m6.0% (0.06)Cash1st Lien — Most Senior
Mezzanine Notes$100m10.0% (0.10)Cash2nd Lien — Subordinated to Senior
PIK Notes$50m12.0% (0.12)PIK (accrues, no cash paid)Most Junior Debt — Ranks Above Sponsor Equity
Sponsor Equity$150mMost Junior — First to Absorb Losses

Step 2: Blended Cost of Debt

Show Blended Cost of Debt Formula

Blended Cost of Debt = Σ(Tranche Amount × Interest Rate) / Total Debt

Using this formula, compute the weighted average interest rate across all three debt tranches (excluding sponsor equity).

Step 3: Year 1 Cash Interest Expense

Show Cash Interest Expense Formula

Cash Interest Expense = Σ(Amount × Interest Rate) for cash-pay tranches only

Using this formula, compute the total cash interest the company must actually pay out in Year 1.

Step 4: PIK Notes Balance After Year 1

Show PIK Accretion Formula

Ending PIK Balance = Beginning PIK Balance × (1 + PIK Interest Rate)

Using this formula, compute the PIK Notes balance at the end of Year 1.

Step 5: Allocating the Year 1 Cash Flow Sweep

Show Cash Flow Sweep Priority

Sweep Allocation Order = Senior Secured → Mezzanine → PIK Notes → Sponsor Equity

Assume:

  • Free Cash Flow available for debt prepayment in Year 1 = $30m
  • The credit agreement requires 100% of this cash sweep to be applied to the most senior tranche outstanding before any junior tranche can be prepaid

Using these inputs, determine how the $30m cash sweep is allocated across the capital structure.

💡 Model answer

Try answering out loud first — then reveal the model answer and compare.

⚠️ Common mistakes

  • Assuming PIK interest is "free" leverage because no cash changes hands — it compounds against the sponsor and increases the balance due at exit.
  • Applying a cash flow sweep pro-rata across all debt tranches instead of following strict seniority, which most credit agreements and subordination agreements explicitly prohibit.
  • Confusing seniority (lien priority in a liquidation) with the ongoing payment waterfall — the two are related, but a tranche can be contractually blocked from prepayment even outside of default.
  • Forgetting to net out mandatory amortization on the senior tranche before calling the remainder "excess" cash flow available for the sweep.
  • Treating mezzanine debt as equity-like just because it is often unsecured and higher-yielding — it still ranks ahead of sponsor equity and must be serviced before any equity distribution.

🔁 Follow-up questions

➡️ Related cases

Previous Case 79: Entry and Exit Multiple

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