Understanding first lien, senior secured and subordinated debt

November 23, 2015 • 2 min read

When you invest in debt, it’s critical for you to know whether the debt is “first lien,” “senior secured” or “subordinated” debt. This tells you where you stand in line to be paid back in the event that the borrower fails to pay back the loan.

Not all senior debt holders are created equal, however. First lien debt holders are paid back before all other debt holders, including other senior debt holders. A lien is the legal right of a creditor to seize property from a borrower that has failed to repay the creditor. The creditor may exercise the lien by selling the property if the loan is not paid back.

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It’s important to bear in mind, however, that even first-lien debt holders may not get all their money back if a borrower is unable to raise enough money from the sale of its collateral to pay them. That’s why it’s so important before investing in any loan to make sure the loan is backed by significant collateral in the form of real, tangible assets.

All senior debt has priority over subordinated debt, which is also known as “junior debt.” In the case of default, creditors holding subordinated debt wouldn’t get paid until all senior debt holders are paid in full. This makes subordinated debt more risky than senior secured debt, therefore it typically pays a higher yield.

Debt is often issued in “tranches,” which are chunks of the debt organized into groups according to their seniority. A loan to a real-estate developer, for example, might include tranches of first-lien debt, second-lien debt and subordinated debt, with each tranche paying a different yield and carrying a different level of risk.

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