Mezzaninekapital and Mezzaninefinanzierung as an investment capital for small business and owner-controlled family enterprises
The concept being descended from the Italian "Mezzanine" calls originally in architectural regard a low mezzanine between two main floors. Mezzanine financing shows as it were a "mezzanine" in bilanzieller regard: it concerns financing forms independent of bank between outside capital and company capital are to be arranged.
According to this interposition the liability position of Mezzanine capital also develops. Compared with the outside capital there is nachrangig, remains with regard to the company capital, however, priority. I.e. with incoming insolvency all back demands are satisfied first with outside capital-giving Gläubigern and only then with Mezzanine capital to investing financiers. Mezzanine capital is to be valued by the Nachrangigkeit compared with the classical outside capital, therefore, as an economic company capital. Provided that the mezzaninen participation contracts fulfil complementary conditions, the Mezzanine capital can be also expelled balance-juridically as a company capital.
Under the upper concept Mezzanine financing all forms can be summarised by instruments of the enterprise financing which show a hybrid form from outside capital and company capital and distinguish themselves by her Nachrangigkeit. The Mezzanine capital is an investment capital without right to vote. Consequently the Mezzanine capital often also entitled as hybrid financing form shows no new financing instrument, but is to be understood as a summary already long of established possibilities of the enterprise financing (quiet corporate capital, pleasure right capital and loan capital).
Manifestations and models of Mezzanine capital: Mezzanine capital can be transferred alike to company capital (so-called Equity Mezzanine) in the form of pleasure rights, security-vested pleasure notes or quiet participation. In addition, change pleasure notes, bearer bonds and optional bonds are possible. However, the Mezzanine capital which is granted in the form of nachrangigen or partiarischen advances or by companion's advance owns outside capital character and is to be grasped bilanziell as an obligation (so-called Debt Mezzanine).
The arrangement possibilities of Mezzanine capital are not regulated legally or only a little, so that adaptable and optimum financing solutions are possible, for example what concerns terms, notice possibilities, profit and payment of interest regulations or back methods of payment. Besides, Mezzanine capital can be used within the scope of employee's participation programmes. |