capital stack

Every source of money in a purchase, ordered by who is repaid first and what each layer costs.

Senior debt sits at the bottom and is repaid first. Above it sit mezzanine, sponsor equity and whatever is left unfunded, and the gap at the top is the one that closes a deal or kills it a week before completion.

The stack is only sound if each layer's cost is charged against the deal rather than assumed away. Arrangement fees, exit fees, retained interest and the lender's own legal costs are all money the sponsor never sees, and a stack modelled on the face value of the facility overstates what arrives.

A gap the sponsor is expected to find is not funding. It is an assumption, and it fails at completion rather than at appraisal, which is the most expensive point at which to discover it.

Where this comes up

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