Understanding How Subordinated Debt Works

Tamar Redden
September 5, 2024

Would you take a financial position that pays more but sits lower in the payout line if something goes wrong? Subordinated debt is a calculated risk for a lot of investors. If they are willing to wait their turn behind senior creditors, this financing gives businesses more capital, allowing lenders to earn larger profits.

For businesses, subordinated debt is still a major source of capital. According to a report by S&P Global, subordinated debt issuance across the corporate sector rose by 80% compared to the previous year, demonstrating its growing role in meeting funding needs. 

In this article, we'll explore subordinated debt, how it works, and why it continues to play a critical role in corporate financing strategies.

What is Subordinated Debt?

Subordinated or junior debt refers to loans or securities that rank below other debts in a company's capital structure. Subordinated debt holders are paid back only after secured lenders and senior creditors have been paid in the case of liquidation or bankruptcy.

Subordinated debt is riskier than senior debt due to its lower repayment priority, but it also allows lenders to charge greater interest rates.

For Example: 

A mid-sized manufacturing company needs $10 million for a major equipment upgrade. The lender won't give it further credit because it already has a $5 million senior loan secured by assets. 

By issuing subordinated debt for the remaining $5 million, the company secures funding for growth while the new investors accept higher interest rates in exchange for taking on more risk.

Now that we have a basic understanding of subordinated debt, let's examine how it functions in real-world scenarios. 

How Subordinated Debt Works in Practice

When a business needs more money but doesn't want to interfere with its current senior loans, subordinated debt can be helpful. Since subordinated debt holders agree to be repaid after senior creditors, they help businesses access more funds without making those top-tier lenders uneasy. 

The above flowchart outlines the process from identifying funding needs to issuing subordinated debt and its subsequent impact on capital structure.

How companies use subordinated debt:

  • Acquisitions: Companies can buy another business using subordinated debt to cover part of the cost. In this manner, companies avoid having to seek senior lenders for more money or sell more stock.
  • Growth funding: Companies can use subordinated debt to finance expansions like opening new locations or replacing outdated equipment without straining their current senior loans to the limit.
  • Bridge financing: Subordinated debt can swiftly cover a company's short-term financial needs while it waits for a larger loan or investment

For Example:

A small software company wants to develop a new product but already uses a senior loan to fund everyday operations. They take on subordinated debt to obtain the extra funds they require rather than attempting to renegotiate the senior loan. 

While the subordinated lenders take on greater risk in exchange for a larger return, the senior lender maintains their priority position. 

In this manner, the business receives the funding it needs to expand without making its current loan conditions more difficult.

Pro Tip: To prevent unforeseen costs or limitations restricting future financial alternatives, always review the fine print before signing on subordinated debt.

Now that we understand how subordinated debt works, let’s look at its key benefits and potential risks.

Benefits and Risks of Subordinated Debt

For businesses, subordinated debt can be a helpful financing mechanism that allows them to get capital without affecting their existing financial obligations. It also provides investors with potentially higher returns, though these come with a certain level of risk. 

Advantages for companies:

  1. Additional capital: Businesses can raise money fast without reducing ownership or selling shares.
  2. Maintaining senior debt terms: By using subordinated debt, companies can obtain fresh funding while preserving the beneficial terms of their current senior loans.
  3. Flexible Funding Options: Businesses can explore new initiatives or acquisitions by strategically increasing their financial flexibility through subordinated debt.
  4. Attracts different investor types: Subordinated debt can appeal to yield-seeking investors who might not be interested in equity or traditional senior debt by offering higher returns.
  5. Strengthens long-term growth strategies: Without immediately diluting equity, businesses can employ subordinated debt to finance R&D, the launch of new products, or regional expansion.

Risks for investors:

  1. Higher default risk: If the business experiences financial difficulties, holders of subordinated debt are paid back only after senior lenders, which puts them in a more vulnerable situation.
  2. Volatility: Repayment of subordinated debt is frequently less predictable, particularly during difficult economic times, even though the higher interest rates can be alluring.
  3. Limited collateral support: Since subordinated debt is typically unsecured, there is no direct claim to particular assets, which raises the risk of losses in the event of failure.
  4. Economic sensitivity: Investors in subordinated debt are at higher risk during recessions or slowdowns in a particular industry because corporations may find it challenging to fulfil their commitments.
  5. Complex structures and terms: Investors may find it more difficult to fully understand possible limitations or repayment requirements due to the complexity of subordinated loan conditions.

Pro Tip: To fully evaluate potential risks and ensure the subordinated debt aligns with your financial objectives, consult a financial advising firm before issuing or investing in it.

Now that both benefits and risks have been discussed, let's explore the different scenarios in which subordinated debt is commonly used. 

Subordinated Debt in Different Contexts

Subordinated debt isn't a one-size-fits-all solution. It can be used in several situations to assist companies in handling intricate financial requirements. Subordinated debt frequently plays a critical role in bridging the gap between equity and senior loans, regardless of whether a company is expanding, reorganizing its finances, or pursuing a significant acquisition.

Common Use Cases for Subordinated Debt:

How can you use advanced financial technologies and maintain compliance while obtaining funding? 

South East Client Services (SECS) specializes in portfolio management, acquisitions, compliance, and technology-driven solutions. Their strategy guarantees that companies can use modern technologies to increase efficiency and stability while managing complex financial scenarios.

Pro Tip: Consider using subordinated debt as a broader financial strategy. It can be used with other funding solutions to promote long-term growth and offer stability.

With an understanding of these contexts, let's look at a few important factors that investors and borrowers should consider.

Key Considerations for Borrowers and Investors

Both investors and borrowers should carefully assess their financial situations, the state of the market, and the terms of the agreement when considering subordinated debt. Making informed decisions can reduce risk and increase the likelihood of achieving financial goals. Here are key considerations for borrowers and investors:

Considerations for borrowers:

  • Cash flow stability: Ensure that you have steady sources of income to manage the higher interest payments without experiencing financial strain.
  • Terms and covenants: By carefully reading the debt agreement, the terms are reasonable and free of any hidden limitations.
  • Impact on credit ratings: Recognize the potential effects that taking on subordinated debt may have on your borrowing ability and overall credit profile.

Considerations for investors:

  • Company financials: Analyze the borrower's financial health, focusing on their balance sheet, income statements, and cash flow reports.
  • Industry trends: Pay attention to market conditions, such as shifts in demand or economic downturns, that may impact the borrower's capacity to repay.
  • Interest rate analysis: Analyze interest rates to see if they appeal to other investments with comparable risk profiles.

Pro Tip: Regularly monitor the company's financial performance when issuing subordinated debt. Staying informed can help you anticipate changes in risk and return.

With these considerations in mind, let's summarize the key takeaways on subordinated debt.

Conclusion

Subordinated debt offers a flexible way for companies to raise additional funds without significantly altering existing loan agreements. Although it entails greater risk for investors, the possibility of larger returns makes it an attractive choice when handled effectively. Subordinated debt is crucial to business finance, whether for restructuring, expansion plans, or acquisitions.

South East Client Services (SECS) provides customized subordinated debt solutions that align with your business goals. With decades of expertise in technology-driven financial solutions, acquisitions, compliance, and portfolio management, SECS can ensure you get the money you require while preserving your financial stability.

Get started today! Contact SECS to explore how their expert solutions can strengthen your financial strategy and support long-term success.

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