Mezzanine Capital Structuring

Handle structures mezzanine capital as an instrument of control, not compromise. We align legal form, economic terms, and enforcement mechanics so growth capital enters on your conditions and exits on your timetable.

Operating from the UAE as a nexus for regional and cross-border capital, we design mezzanine layers that protect common equity, secure creditor confidence, and maintain governance stability. Term sheets, covenants, intercreditor arrangements, and security packages are treated as one execution file. Capital certainty. Downside ring-fenced. Control preserved.

Mezzanine capital sits where legal nuance and capital hierarchy converge. Handle structures this layer to stabilise governance, protect sponsors, and give lenders enforceable comfort without ceding strategic control.

Our mandates integrate law, capital, and corporate structure into one execution model; ensuring that every covenant, security interest, and waterfall provision is operable in the UAE and effective across borders.

• Deep understanding of UAE, DIFC, and ADGM legal frameworks for complex capital stacks
• Integrated view across senior debt, mezzanine, and equity to avoid structural leakage
• Term sheets, covenants, and security designed for actual enforcement, not theoretical protection
• Experienced in family enterprise, sponsor-backed, and institution-led transactions
• Alignment with banking, regulatory, and investor requirements in GCC and international markets
• Outcome focus: capital access with governance stability and ring-fenced downside risk

We treat mezzanine capital as a governance instrument and a risk tool, not just a funding source. Our work spans strategy, structuring, and documentation, with a single mandate from initial design to enforceable execution.

Each engagement converts negotiation variables into defined economic, legal, and control outcomes; visible in the term sheet, the intercreditor agreement, and the closing set.

• Capital stack assessment and target structure for senior, mezzanine, and equity layers
• Instrument selection and design: subordinated debt, PIK, preferred equity, convertibles, and hybrids
• Full term sheet architecture: pricing, triggers, call structures, equity kickers, and governance rights
• Intercreditor and subordination agreements, including payment waterfalls and enforcement standstills
• Security packages, guarantees, and covenant frameworks aligned with UAE and free zone regimes
• Transaction management through due diligence, documentation, conditions precedent, and closing