Structured, subordinated capital for expansion, acquisition, and recapitalisation with governance and downside risk controlled.
Mezzanine & Hybrid Capital
Mezzanine & Hybrid Capital: Subordinated Capital, Senior-Level Control
Handle structures and executes mezzanine and hybrid capital mandates for founders, family enterprises, and institutional investors operating in and through the UAE. We align subordinated instruments with shareholder control, covenant discipline, and enforceable downside protection.
From growth capital and acquisition bridges to structured equity and preferred instruments, we originate, underwrite, and document capital that sits between debt and equity without compromising governance or exits. One capital stack. One set of covenants. One accountable partner.
Our Mezzanine & Hybrid Capital Services: Built for Control Over the Capital Stack
Handle designs and executes mezzanine and hybrid capital structures that stabilise ownership, secure covenants, and protect value across cycles. We sit between lenders, sponsors, and shareholders to control terms, documentation, and enforcement pathways.
Mezzanine Capital Structuring
Subordinated debt engineered with covenants, security, and intercreditor terms aligned to board-level objectives.
Hybrid & Preferred Equity
Convertible, redeemable, and preferred instruments designed to price risk without surrendering control or exits.
Acquisition & Expansion Financing
Mezzanine and hybrid layers for M&A, roll-ups, and capex, aligned to lender and sponsor requirements.
Recapitalisation & Balance Sheet Repair
Restructured stacks, PIK and cash-flow aligned instruments, and new money tranches that stabilise governance.
Why Work with a Mezzanine & Hybrid Capital Expert
Subordinated capital is not gap filler. It is a control instrument. Handle structures mezzanine and hybrid mandates to secure pricing, covenants, and enforcement routes under UAE and cross-border regimes.
We sit at the intersection of law, capital, and governance, aligning term sheets, shareholder agreements, and security packages into one executable structure. The outcome is clear: capital deployed, control preserved, downside ring-fenced.
- UAE-centric execution with regional and cross-border capital fluency
- Integrated legal, financial, and covenant design in one mandate
- Intercreditor and subordination frameworks that withstand enforcement
- Alignment of sponsor, lender, and family enterprise interests
- Scenario-tested structures for exits, resets, and downside cases
- Execution control from origination and negotiation to closing and monitoring
Better Ask Handle
Why Choose Us to Handle Your Mezzanine & Hybrid Capital
Mezzanine and hybrid mandates demand more than fundraising. They demand control of structure, documents, and consequences. We lead across law, capital, and governance in a single execution model.
Handle architects, negotiates, and enforces subordinated capital structures with partner-level discipline; from early term sheets to closing, amendments, and exits.
EnquireStructuring With Enforcement in Mind
Every instrument designed backward from enforcement, security, and intercreditor realities under relevant jurisdictions.
One View of the Capital Stack
Equity, senior debt, mezzanine, and hybrid layers analysed and re-engineered as one integrated structure.
Sovereign-Adjacent and Institutional Fluency
Execution built for family offices, PE sponsors, banks, and sovereign-linked capital in the region.
Execution Inside the Institution
We work at board and committee level, integrating legal, finance, and treasury into one controlled timeline.
Anchored in the Region’s Most Strategic Hubs
We work across the UAE’s leading financial centers, free zones, regulatory authorities, and courts; giving our clients certainty in both capital and law.
When your business turns legal, capital turns critical, and legacy turns strategic… #BetterAskHandle
What's Included in Our Mezzanine & Hybrid Capital Services
We execute full-cycle mezzanine and hybrid capital mandates from design to closing, amendments, and exits. Every structure is anchored in enforceable documentation and clear risk allocation.
Our work converts complex stakeholder interests into disciplined capital stacks; subordinated risk priced, control preserved, downside mapped.
- Capital stack diagnosis and funding gap definition
- Instrument selection: mezzanine debt, preferred equity, convertibles, PIK, warrants, hybrids
- Financial modelling of cash flows, covenants, and downside scenarios
- Term sheet origination, negotiation, and alignment with shareholder and board mandates
- Legal documentation: facility agreements, subscription terms, security, intercreditor and subordination deeds
- Regulatory and jurisdictional alignment across UAE and key international forums
- Execution management to signing, closing, and conditions precedent satisfaction
- Post-closing monitoring, waivers, amendments, and exit or buyback pathways
Our Insights.
Partner-led perspectives on law, capital, and strategy, shaped by live mandates and boardroom realities.
Insights
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Dubai’s Secret Tech Power: 10 Mobile App Giants Transforming UAE Business (Advisors & Capital Firms Must Read)
Dubai’s Secret Tech Power: 10 Mobile App Giants Transforming UAE Business (Advisors & Capital Firms Must Read)
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UAE’s e& Drops Vodafone: $5.95B Cash-In Ends a Mega Deal, Fuels New M&A Moves
UAE’s e& Drops Vodafone: $5.95B Cash-In Ends a Mega Deal, Fuels New M&A Moves
UAE Just Updated Air Taxi & Drone Rules: The Frequency Shift That Will Reshape M&A in Urban Mobility
UAE Just Updated Air Taxi & Drone Rules: The Frequency Shift That Will Reshape M&A in Urban Mobility
UAE Just Updated Air Taxi & Drone Rules: The Frequency Shift That Will Reshape M&A in Urban Mobility
Frequently Asked Mezzanine & Hybrid Capital Questions
Handle structures and executes mezzanine and hybrid capital across family enterprises, private capital, and institutional investors; built for governance stability, enforceability, and capital certainty.
When does mezzanine or hybrid capital make more sense than straight equity or senior debt?
Mezzanine and hybrid capital become decisive when senior leverage is constrained but equity dilution is unacceptable. We use these instruments to close acquisition funding gaps, fund expansions, or recapitalise stressed balance sheets. The structure sets pricing and risk, while preserving control and targeted ownership outcomes. Boards secure capital without surrendering strategic direction.
How do you protect sponsors and founders in mezzanine and hybrid structures?
Protection starts with enforcement mapping, not headline pricing. We define step-in rights, cure mechanisms, financial covenants, and equity-linked upside in a way that preserves board control until hard triggers are hit. Intercreditor and shareholder agreements are aligned so mezzanine holders cannot overreach beyond agreed scenarios. The sponsor’s governance perimeter is defined, documented, and enforceable.
How do you balance interests between banks, mezzanine providers, and equity holders?
We treat the capital stack as a single negotiation. Senior lenders, mezzanine providers, and equity stakeholders are anchored to an integrated model of cash flows, security, and exit paths. Subordination, waterfall, and standstill provisions are engineered so enforcement follows a predictable sequence. This creates clarity on recoveries for each layer and reduces friction in stress events.
What jurisdictions do you consider when designing mezzanine and hybrid instruments in the UAE?
We start with UAE law, including onshore and free zone regimes such as DIFC and ADGM, and layer in foreign law where capital sources or enforcement pathways demand it. Choice of law and forum is selected to align with lender appetite, sponsor comfort, and recovery strategy. Security location, asset domicile, and lender regulation drive structuring decisions. Every jurisdictional choice is tied back to enforcement practicality.
How do you price risk and returns for mezzanine and hybrid capital?
Pricing is driven by quantified downside, not negotiation posturing. We build scenario models around cash generation, leverage, covenants, and asset coverage to define sustainable coupons, PIK elements, warrants, or conversion mechanics. This anchors IRR targets to real recoverability and exit paths. The result is a structure where parties understand both upside participation and downside loss limits.
Can mezzanine and hybrid capital be used during distress or restructuring?
Yes, but only when embedded in a controlled restructuring plan. We deploy new subordinated capital alongside amendments, standstills, and revised covenants to stabilise debt service and provide runway. Existing creditors are bound into clear intercreditor and subordination frameworks to protect new money. The plan defines trigger points, liquidity milestones, and exit or refinancing routes.
How do you avoid governance deadlock when bringing in mezzanine or hybrid investors?
Governance is engineered in parallel with capital terms. We define board composition, veto rights, reserved matters, and information flow so that investors gain protection without day-to-day operational control. Deadlock resolution, put and call options, and pre-agreed exit mechanics reduce the likelihood of standstill. The company retains strategic direction while honoring investor protections.
What role do covenants play in your mezzanine and hybrid structures?
Covenants are the operating system of subordinated capital. We use financial, information, and behavioural covenants to monitor risk, trigger dialogue, and control distributions before deterioration becomes irreversible. Covenant design is calibrated to the business model and volatility profile, avoiding artificial defaults while maintaining early-warning capability. Enforcement triggers are objective, documented, and aligned across creditors.
How involved are you post-closing on mezzanine and hybrid mandates?
We remain engaged where boards or investors require disciplined oversight. This can include monitoring covenant compliance, reviewing waiver and amendment requests, and preparing for refinance or exit events. Our role is to preserve the integrity of the original structure and adapt it only through controlled, documented changes. Capital remains predictable throughout the instrument’s life.
How do you align mezzanine and hybrid capital with future exit or IPO plans?
Exit architecture is designed into the structure from the outset. Call and put mechanics, conversion terms, redemption features, and drag/tag provisions are calibrated to likely sale or listing scenarios. We ensure subordinated instruments do not block liquidity events or force suboptimal timing. Sponsors and investors gain clarity on how and when capital will be taken out.
Our Insights.
Partner-led perspectives on law, capital, and strategy, shaped by live mandates and boardroom realities.
Insights
Dubai’s Secret Tech Power: 10 Mobile App Giants Transforming UAE Business (Advisors & Capital Firms Must Read)
Dubai’s Secret Tech Power: 10 Mobile App Giants Transforming UAE Business (Advisors & Capital Firms Must Read)
Dubai’s Secret Tech Power: 10 Mobile App Giants Transforming UAE Business (Advisors & Capital Firms Must Read)
UAE’s e& Drops Vodafone: $5.95B Cash-In Ends a Mega Deal, Fuels New M&A Moves
UAE’s e& Drops Vodafone: $5.95B Cash-In Ends a Mega Deal, Fuels New M&A Moves
UAE’s e& Drops Vodafone: $5.95B Cash-In Ends a Mega Deal, Fuels New M&A Moves
UAE Just Updated Air Taxi & Drone Rules: The Frequency Shift That Will Reshape M&A in Urban Mobility
UAE Just Updated Air Taxi & Drone Rules: The Frequency Shift That Will Reshape M&A in Urban Mobility
UAE Just Updated Air Taxi & Drone Rules: The Frequency Shift That Will Reshape M&A in Urban Mobility
Partner with Handle
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