Mezzanine & Hybrid Deal Structuring

Handle structures mezzanine and hybrid capital for boards, founders, and family enterprises that cannot afford loss of control, covenant drift, or unenforceable instruments. We design positions between senior debt and equity that lock alignment, price risk accurately, and preserve decision-making power in the UAE and across key cross-border corridors.

From growth capital and sponsorless transactions to recapitalisations and minority liquidity, we integrate law, capital, and governance into one execution path; term sheets, documentation, and enforcement aligned from day one. The outcome is non-bank capital that behaves as engineered: documented, enforceable, and structurally disciplined.

Mezzanine and hybrid capital sit where legal drafting, cash flow priority, and control mechanics intersect. At this layer, weak structuring dilutes governance, misprices risk, and locks businesses into instruments that cannot be exited or enforced on acceptable terms.

Handle designs and executes these structures with institutional discipline, combining legal enforceability, capital markets fluency, and UAE regulatory awareness. The mandate is clear: position capital precisely in the stack and control how it behaves in growth, stress, and exit.

• Deep experience across mezzanine, preferred, convertible, and structured equity instruments
• Integrated legal and capital advisory within UAE and common-law offshore frameworks
• Covenant and waterfall design aligned with business model and downside scenarios
• Controlled negotiation with lenders, funds, and family or strategic capital
• Documentation engineered for enforcement, intercreditor coordination, and regulatory clarity
• Execution models built for family enterprises, sponsors, and sovereign-adjacent investors

We execute mezzanine and hybrid structures that reconcile capital needs with governance, security, and regulatory requirements. Each mandate translates business realities into instruments, covenants, and documentation that perform under pressure.

From first structuring models to closing mechanics, we hold jurisdiction, counterparties, and documentation within a single, disciplined framework.

• Capital stack analysis and determination of optimal mezzanine or hybrid layer
• Instrument selection: subordinated debt, PIK, preferred, convertible, and structured equity
• Covenant and cash waterfall engineering, including triggers, cures, and step-ups
• Security and intercreditor structures mapped to UAE, DIFC, and ADGM regimes
• Term sheet drafting, counterparty engagement, and negotiation strategy
• Definitive documentation, closing support, and enforcement roadmap under relevant jurisdictions